ABN AMRO FUNDS, 485APOS, 1999-03-01

ABN AMRO FUNDS
485APOS, 1999-03-01

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 1, 1999.
FILE NO. 33-52784
FILE NO. 811-7244

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 [_]
POST-EFFECTIVE AMENDMENT NO. 17 [X]
AND

REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 [_]
AMENDMENT NO. 18 [X]

ABN AMRO FUNDS
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

ONE EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, ZIP CODE)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (617) 573-1556

COLLEEN DOWNS DINNEEN, ESQ.
FIRST DATA INVESTOR SERVICES GROUP, INC.
ONE EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109
(NAME AND ADDRESS OF AGENT FOR SERVICE)

Copies to:

RICHARD W. GRANT, ESQUIRE JOHN H. GRADY, ESQUIRE
MORGAN, LEWIS & BOCKIUS LLP MORGAN, LEWIS & BOCKIUS LLP
1701 MARKET STREET 1701 MARKET STREET
PHILADELPHIA, PENNSYLVANIA 19103 PHILADELPHIA, PENNSYLVANIA 19103

It is proposed that this filing will become effective (check appropriate box)

______ immediately upon filing pursuant to paragraph (b)
______ on [date] pursuant to paragraph (b)
X 60 days after filing pursuant to paragraph (a)
______ on [date] pursuant to paragraph (a); or
______ 75 days after filing pursuant to paragraph (a) of Rule 485
<PAGE>

ABN AMRO FUNDS(US)(R)
Prospectus--Common Shares
April 30, 1999
- -------------------------------------------------

Stock Funds Bond Funds

.Value Fund(US) .Fixed Income Fund(US)
.Growth Fund(US) .Intermediate Government Fixed Income
.Small Cap Growth Fund(US) Fund(US)
.Small Cap Value Fund(US) .Tax-Exempt Fixed Income Fund(US)
.Limited Volatility Fixed Income Fund(US)
.Real Estate Fund(US)

Money Market Funds
Balanced Fund

.Treasury Money Market Fund(US)
.Balanced Fund(US) .Government Money Market Fund(US)
.Money Market Fund(US)

International Funds .Tax-Exempt Money Market Fund(US)

.International Equity Fund(US)
.TransEurope Fund(US)
.Asian Tigers Fund(US)
.Latin America Equity Fund(US)
.International Fixed Income Fund(US)

- --------------------------------------------------------------------------------

This Prospectus gives you important information about ABN AMRO Funds that can
help you decide if a Fund's investment goals match your own. Please read it
carefully before you invest, and keep it on hand for future reference.

Common Shares are offered to individuals and institutional investors directly
and through wrap programs, retirement plans, discount brokerage programs, and
various brokerage firms.

The Securities and Exchange Commission (SEC) has not approved or disapproved of
the Trust's shares or determined whether this Prospectus is accurate or
complete. It is a crime for anyone to tell you otherwise.
<PAGE>

.....................

What are Fund
Objectives and
Strategies?

How to Read This Prospectus ____________________________________________________
This Prospectus gives you important information that you should know about the
Funds before investing. This Prospectus describes each Fund's primary
strategies and each Fund will normally invest at least 65% of its assets in the
types of securities described in this prospectus. However, each Fund also may
invest in other securities, use other strategies and engage in other investment
practices. These investments and strategies, as well as those described in this
Prospectus, are described in detail in the Funds' Statement of Additional
Information.

Goals of the Each Fund has its own
ABN AMRO Funds objectives with respect to
income, growth, value and
total return, as well as its
own investment strategy.

Understanding Each Fund invests in
Risk different types of
securities. As a result,
each Fund has its own risks.
You will find risk
information on each Fund's
summary page. Also, under
More Information About Risk,
we explain each type of risk
in detail.

Management ABN AMRO Asset Management (USA) Inc. is the Advisor to the
Profile Funds.

Information/Service
Contacts For more information, call us at 1-800-443-4725.

About the Fund ABN AMRO Funds(US) is an open-end management investment
company, commonly known as a mutual fund. The Funds provide
a convenient and economical way for you to invest in a
number of professionally managed portfolios of securities.
This Prospectus offers Common Shares of the Value Fund,
Growth Fund, Small Cap Growth Fund, Small Cap Value Fund,
Real Estate Fund, Balanced Fund, International Equity Fund,
TransEurope Fund, Asian Tigers Fund, Latin America Equity
Fund, International Fixed Income Fund, Fixed Income Fund,
Intermediate Government Fixed Income Fund, Tax-Exempt Fixed
Income Fund, Limited Volatility Fixed Income Fund, Treasury
Money Market Fund, Government Money Market Fund, Money
Market Fund, and Tax-Exempt Money Market Fund.

2
<PAGE>

Contents

We arranged the Prospectus into different sections so that you can easily
review this important information. On the next page, we discuss general
information you should know about investing in the Funds.

If you would like more detailed If you would like more information about
information about each Fund, the following topics, please see:
please see:

<TABLE>
<C> <S>
XX Value Fund(US)
Growth Fund(US)
Small Cap Growth Fund(US)
Small Cap Value Fund(US)
Real Estate Fund(US)
Balanced Fund(US)
International Equity Fund(US)
TransEurope Fund(US)
Asian Tigers Fund(US)
Latin America Equity Fund(US)
International Fixed Income Fund(US)
Fixed Income Fund(US)
Intermediate Government Fixed Income
Fund(US)
Tax-Exempt Fixed Income Fund(US)
Limited Volatility Fixed Income
Fund(US)
Treasury Money Market Fund(US)
Government Money Market Fund(US)
Money Market Fund(US)
Tax-Exempt Money Market Fund(US)
</TABLE>
<TABLE>
<C> <S>
XX Investing in Mutual Funds
Stock Funds
Balanced Funds
International Funds
Bond Funds
Money Market Funds
Guidance on opening and maintaining an account in any Fund
Information about receiving dividends and distributions from the Funds
A general guide to important tax issues and considerations
Information about the investment advisor
Additional information
</TABLE>

ABN AMRO is a service mark of ABN AMRO Holding, N.V., an indirect parent of ABN
AMRO Asset Management (USA) Inc., the investment advisor to the ABN AMRO Funds.
ABN AMRO Funds are distributed by First Data Distributors, Inc., which is not a
bank affiliate.

3
<PAGE>

Investing in Mutual Funds ______________________________________________________

Each Fund is a mutual fund. A mutual fund pools shareholders' money and, using
professional investment managers, invests it in securities like stocks and
bonds. Before you invest, you should know a few things about investing in
mutual funds.

Each Fund has its own investment goal and strategies for reaching its goal. We
cannot guarantee that a Fund will achieve its goal, and a Fund's goal may be
changed without shareholder approval. The Advisor invests each Fund's assets in
a way that the Advisor believes will help the Fund achieve its goal. The
Advisor's judgements about the securities markets, economy and companies, or
selecting investments may not reflect actual market movements, economic
conditions or company performance. In addition, the Advisor may need to change
the Fund's investment strategy in response to changing market or economic
conditions.

The value of your investment in a Fund is based on the market prices of the
securities the Fund holds. Fund share prices (except the Money Market Funds)
will change daily due to economic and other events that affect securities
markets generally, as well as those that affect particular companies or
governments. These price movements, sometimes called volatility, will vary
depending on the types of securities a Fund owns and the markets where these
securities trade.

Like other investments, you could lose money on your investment in a Fund. Your
investment in a Fund is not a bank deposit. It is not insured or guaranteed by
the FDIC or any government agency.

Each Money Market Fund tries to maintain a constant price per share of $1.00,
but we cannot guarantee this.

4
<PAGE>

THE STOCK FUNDS ________________________________________________________________

The Stock Funds primarily invest in common stocks and other equity securities.
These include public and privately issued common and preferred stocks,
warrants, rights to subscribe to common stock and convertible securities.
Investments in equity securities in general are subject to market risks that
may cause their prices to fluctuate over time. In other words, the Funds are
subject to the risk that stock prices will fall over short or extended periods
of time. Historically, the equity markets have moved in cycles, and the value
of a Stock Fund's equity securities may fluctuate drastically from day-to-day.
Individual portfolio companies may report poor results or be negatively
affected by industry or economic trends and developments. The prices of
securities issued by such companies may suffer a decline in response.
Fluctuations in the value of equity securities in which a Fund invests will
cause the net asset value of the Fund to fluctuate.

Each Stock Fund is subject to additional risks, which are described on the
following pages and in the Statement of Additional Information.

5
<PAGE>

VALUE FUND(US)

________________________________________________________________________________

[ICON]

Investment Goal High level of total return through capital appreciation and
current income

[ICON]

Principal The Value Fund primarily invests in common stocks and other
Investment equity securities of U.S. companies with market
Strategies capitalizations greater than $1 billion. The Fund primarily
focuses on securities that are undervalued relative to those
of the average large U.S. company. Stocks may be undervalued
because:
. they are out of favor with investors
. they may have disappointed investors in some way, or
. investors think that the prospects for the industry or
economic sector are uninteresting.
By investing in undervalued securities with quality earnings
and combining this with improving momentum factors (such as
price movements), the Fund tries to provide better return,
over the long-term, than other value-style managers.

[ICON]

Principal Risk The Fund's large-cap, value-style securities are cyclical.
of Investing in So, in addition to the general risks of investing in any
this Fund Stock Fund, this Fund's large-cap, value-style securities
may under perform mid-cap, small-cap or growth-style
securities, or the equity markets as a whole when they are
out-of-favor or when they remain undervalued.

6
<PAGE>

[ICON]
Performance Information ________________________________________________________

The bar chart and the performance table below illustrate some of the risks and
past volatility of an investment in the Fund. Of course, the Fund's past
performance does not necessarily indicate how the Fund will perform in the
future.

The bar chart shows changes in the performance of the Fund's Common Shares from
year to year.

[insert bar chart for calendar years ending 1994-1998]

Best Quarter Worst Quarter

x.xx% x.xx%
(date) (date)

This table compares the Fund's average annual total returns for the periods
ending December 31, 1998 to those of the S&P 500 Index. An index measures the
market prices of a specific group of securities in a particular market or
securities in a market sector. You cannot invest directly in an index. An index
does not have an investment advisor and does not pay any commissions or
expenses. If an index had expenses, its performance would be lower. The S&P 500
Index is a widely recognized index of 500 stocks designed to mimic the overall
equity market's industry weightings.

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
Value Fund x.xx% x.xx% x.xx% x.xx%*
S&P 500 Index x.xx% x.xx% x.xx% x.xx%*
</TABLE>

* Fund inception (1/04/93). Index inception computed from (12/31/92).

[ICON]
Fees and Expenses ______________________________________________________________

ANNUAL FUND OPERATING EXPENSES

This table describes the Fund's expenses that you may pay indirectly if you
hold Fund shares. Unlike an index, every mutual fund has operating expenses to
pay for services, such as professional investment advisory, administration and
custody services. The Fund's expenses in the table below are shown as a
percentage of the Fund's net assets. The table shows the highest expenses that
could be currently charged to the Fund. Actual expenses are lower because the
Advisor is voluntarily waiving a portion of its fees. Actual Investment
Advisory and Total Operating Expenses are , respectively. The Advisor could
discontinue this voluntary waiver at any time. For more information about these
fees, see "Investment Advisor."

<TABLE>
<S> <C>
Investment Advisory Fees
Other Expenses
- -----------------------------------------
Total Annual Fund Operating Expenses
- -----------------------------------------
</TABLE>

7
<PAGE>

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The example assumes that you
invest $10,000 in the Fund for the time periods indicated and that you sell
your shares at the end of each period. The example also assumes that each year
your investment has a 5% return and Fund expenses remain the same. Although
your actual costs and returns might be different, your approximate costs of
investing $10,000 in the Fund would be:

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
- ------ ------- ------- --------
<S> <C> <C> <C>
$xx $xx $xx $xx
</TABLE>

8
<PAGE>

GROWTH FUND(US)

________________________________________________________________________________

[ICON]

Investment Goal High level of total return primarily through capital
appreciation

[ICON]

Principal The Growth Fund primarily invests in common stocks and other
Investment equity securities of U.S. companies. The Fund focuses on
Strategies companies that, in the Advisor's opinion, have strong
prospects for capital appreciation through earnings growth.
The Advisor chooses investments by focusing companies with
stable earnings growth rates, and combining valuation
factors with momentum for a fundamental understanding of
each. These factors may include:
. valuation
. price appreciation
. earnings changes
. momentum
. earnings surprises
. accelerated earnings
. price strength over time
In addition, the Advisor focuses on companies that have a
competitive advantage in their industry or a market niche.
The Advisor uses a bottom-up approach (emphasis on
individual stocks and companies) to select investments and
diversifies the Fund's assets broadly across industry
sectors.

[ICON]

Principal Risk In addition to the general risks of investing in any Stock
of Investing in Fund, this Fund's growth-style securities may under perform
this Fund value-style securities or the equity markets as a whole when
they are out-of-favor or when they do not achieve
anticipated growth levels.

9
<PAGE>

[ICON]
Performance Information ________________________________________________________

The bar chart shows changes in the performance of the Fund's Common Shares from
year to year.

[insert bar chart for calendar years 1994-1998]

Best Quarter Worst Quarter

x.xx% x.xx%
(date) (date)

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
Growth Fund x.xx% x.xx% x.xx% x.xx%*
S&P 500 Index x.xx% x.xx% x.xx% x.xx%*
</TABLE>

* Fund inception (1/04/93). Index inception computed from (12/31/92).

[ICON]
Fees and Expenses ______________________________________________________________

ANNUAL FUND OPERATING EXPENSES

<TABLE>
<S> <C>
Investment Advisory Fees
Other Expenses
- --------------------------------------------------------------------------------
Total Annual Fund Operating Expenses
- --------------------------------------------------------------------------------
</TABLE>

10
<PAGE>

EXAMPLE

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
- ------ ------- ------- --------
<S> <C> <C> <C>
$xx $xx $xx $xx
</TABLE>

11
<PAGE>

SMALL CAP GROWTH FUND(US) (formerly, the Small Cap Fund)

________________________________________________________________________________

[ICON]

Investment Goal High level of total return primarily through capital
appreciation

[ICON]

Principal The Small Cap Growth Fund primarily invests in common stocks
Investment and other equity securities of companies with smaller
Strategies capitalization levels (market capitalizations of less than
$1.5 billion). The Advisor chooses domestic and foreign
companies that the Advisor believes have strong prospects
for capital appreciation through earnings growth. In
selecting investments for the Fund, the Advisor reviews a
company's sales and earnings growth rates, and evaluates the
strength of its balance sheet. Valuation (pricing) and
momentum (earnings changes) factors are combined to form a
fundamental understanding of each stock. Although the
Advisor targets growth sectors of the U.S. economy, such as
technology, health care, and consumer and business services,
the Advisor diversifies broadly across industry securities.
The Fund also focuses on companies that the Advisor believes
have a competitive advantage in their industry or a market
niche.

[ICON]

Principal Risks In addition to the general risks of investing in any Stock
of Investing in Fund, this Fund is subject to the risks of investing in
this Fund small-cap companies. Investments in small-cap companies
involve greater risk than is customarily associated with
larger, more established companies due to the greater
business risks of small size, limited markets and financial
resources, narrow product lines and frequent lack of depth
of management. The securities of small-sized companies may
be subject to more abrupt or erratic market movements than
securities of larger, more established companies

The Fund is subject to the risk that its small-cap growth-
style securities may under perform mid-cap, large-cap or
value-style securities, or the equity markets as a whole
when they are out-of-favor or when they do not achieve
anticipated growth levels.

12
<PAGE>

[ICON]
Performance Information ________________________________________________________

The bar chart shows changes in the performance of the Fund's Common Shares from
year to year.

[insert bar chart for calendar years 1994-1998]

Best Quarter Worst Quarter

x.xx% x.xx%
(date) (date)

This table compares the Fund's average annual total returns for the periods
ending December 31, 1998 to those of the Frank Russell 2000 Small Stock Index.
An index measures the market prices of a specific group of securities in a
particular market or securities in a market sector. You cannot invest directly
in an index. An index does not have an investment advisor and does not pay any
commissions or expenses. If an index had expenses, its performance would be
lower. The Frank Russell 2000 Small Stock Index is a widely recognized index of
the 2,000 smallest U.S. companies out of the 3,000 largest companies.

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
Small Cap Growth Fund.................... x.xx% x.xx% x.xx% x.xx%*
Frank Russell 2000 Index................. x.xx% x.xx% x.xx% x.xx%*
</TABLE>

* Fund inception (1/04/93). Index inception computed from (12/31/92).

[ICON]
Fees and Expenses ______________________________________________________________

ANNUAL FUND OPERATING EXPENSES

13
<PAGE>

EXAMPLE

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
- ------ ------- ------- --------
<S> <C> <C> <C>
$xx $xx $xx $xx
</TABLE>

14
<PAGE>

SMALL CAP VALUE FUND(US)

________________________________________________________________________________

[ICON]

Investment Goal High level of total return primarily through capital
appreciation

[ICON]

Principal The Small Cap Value Fund primarily invests in common stocks
Investment and other equity securities of companies with smaller
Strategies capitalization levels (market capitalizations of less than
$1.5 billion). In selecting stocks for the Fund, the Advisor
uses fundamental analysis and focuses on domestic and
foreign companies that it believes are undervalued. In
evaluating the attractiveness of an investment, the Advisor
considers business conditions in the company's industry and
its competitive position in that industry. Valuation
(pricing) and momentum (earnings changes) factors are
combined to form a fundamental understanding of each stock.
While broadly diversifying the Fund's assets across industry
sectors, the Advisor emphasizes companies with strong
returns and better profit prospects than the average small
company.

[ICON]

The Fund's small-cap value-style securities may under
perform mid-cap, large-cap or growth-style securities, or
the equity markets as a whole when they are out-of-favor or
when they remain undervalued.

15
<PAGE>

[ICON]
Fees and Expenses ______________________________________________________________

ANNUAL FUND OPERATING EXPENSES

This table describes the Fund's expenses that you may pay indirectly if you
hold Fund shares. Unlike an index, every mutual fund has operating expenses to
pay for services, such as professional investment advisory, administration and
custody services. The Fund's expenses in the table below are shown as a
percentage of the Fund's net assets. The table shows the highest expenses that
could be currently charged to the Fund. Actual expenses are lower because the
Administrator is voluntarily waiving a portion of its fees. Actual Other
Expenses and Total Operating Expenses are , respectively. The Administrator
could discontinue this voluntary waiver at any time. For more information about
these fees, see the Statement of Additional Information.

<TABLE>
<S> <C>
Investment Advisory Fees
Other Expenses*
- -----------------------------------------
Total Annual Fund Operating Expenses
- -----------------------------------------
</TABLE>
* Other Expenses are based on estimated amounts for the current fiscal year.

Example

<TABLE>
<CAPTION>
1 Year 3 Years
------ -------
<S> <C>
$xx $xx
</TABLE>

[ICON]
Prior Performance of a Managed Account _________________________________________

The performance information on the following page relates to an account managed
by Mr. Edwin Bruere, who currently serves as lead portfolio manager of the
Fund. The account has an investment objective, policies, and restrictions
substantially similar to that of the Fund. Mr. Bruere has also managed other
accounts with similar investment objectives, policies and restrictions as that
of the Fund; however, the performance information below reflects the account
with the longest performance history.

This account was not subject to certain investment limitations, requirements,
and other restrictions imposed by the Investment Company Act of 1940 and the
Internal Revenue Code. If these had been imposed, the account's performance
would have been adversely affected. Furthermore, the account belongs to an
affiliate of the Advisor and was funded with the affiliate's own money. As a
proprietary account, it did not incur any expenses, such as the advisory,
administrative, and other fees to which the Fund is subject. If the account had
incurred these expenses, its performance would have been lower.

You should not rely on the following performance information as an indication
of future performance of the Fund. The performance reflected below does not
represent the historical performance of the Fund. The performance information
relates to a period of time before the effective date of the Fund's
registration with the SEC as an open-end investment company.

16
<PAGE>

The performance information below represents equity-only returns and assumes
reinvestment of net income and capital gain distributions. The Fund normally
holds a portion of its assets in cash to meet redemptions and make purchases.
Unlike the Fund, the account did not hold any cash during the period shown. If
it had, the account's performance would have been lower. Since the period shown
occurred during a rising market, the absence of cash in the account results in
even higher returns. The performance information is calculated using the same
methods for valuation of portfolio securities used by the Fund.

<TABLE>
<CAPTION>
Period Ended Russell 2000
May 31, 1998 Account Value Index*
------------------------------ ------- ------------
<S> <C> <C>
Since Inception (January 1, 1997) xx.xx% xx.xx%
1 Year xx.xx% xx.xx%
</TABLE>

* The Russell 2000 Value Index shows total return assuming the reinvestment of
dividends but does not reflect the deduction of fees, expenses and taxes.
Source: Frank Russell Company. The Russell 2000 Value Index is comprised of
securities in the Russell 2000 Index with less than average growth
orientation. Companies in this Index generally have low price-to-book and
price-earnings ratios.

17
<PAGE>

REAL ESTATE FUND(US)

________________________________________________________________________________

[ICON]

Investment Goal High level of total return, a combination of growth and
income

[ICON]

Principal The Real Estate Fund primarily invests in real estate
Investment investment trusts, and common stocks and other equity
Strategies securities of companies principally engaged in the real
estate industry. The Fund does not invest in real estate
directly.

In selecting investments for the Fund, the Advisor analyzes
long-term trends in property types and geographic regions.
The Advisor attempts to identify long term patterns in the
real estate industry through a combination top-down
(emphasis on markets and sectors) and bottom-up (emphasis on
individual stocks and companies) approach. The Advisor
focuses on companies whose management has a stake in the
company's performance and strong balance sheets, and
monitors both internal growth prospects for each company and
growth from acquisitions or development.

[ICON]

Principal Risks In addition to the general risks of investing in any Stock
of Investing in Fund, this Fund is subject to the risk that the real estate
this Fund industry will under perform other industries, as well as the
risk that issuers in the real estate industry will be
impacted by market conditions, legislative or regulatory
changes, or competition. In addition, there are risks
associated with the direct ownership of real estate,
including the cyclical nature of real estate values,
overbuilding and increased competition, increases in
property taxes and operating expenses, and increases in
interest rates.

The Fund is non-diversified, which means that it may invest
in the securities of relatively few issuers. As a result,
the Fund may be more susceptible to a single adverse
economic, political or regulatory occurrence affecting one
or more of these issuers, and may experience increased
volatility due to its investments in those securities.

18
<PAGE>

[ICON]
Performance Information ________________________________________________________

[insert bar chart for calendar year 1998]

Best Quarter Worst Quarter

x.xx% x.xx%
(date) (date)

This table compares the Fund's average annual total returns for the periods
ending December 31, 1998 to those of the National Association of Real Estate
Investment Trusts (NAREIT) Equity Index. An index measures the market prices of
a specific group of securities in a particular market or securities in a market
sector. You cannot invest directly in an index. An index does not have an
investment advisor and does not pay any commissions or expenses. If an index
had expenses, its performance would be lower. The NAREIT Equity Index is a
widely recognized index of publicly traded U.S., tax-qualified REITs which have
75% or more of their assets invested in the equity ownership of real estate.

<TABLE>
<CAPTION>
1 Year Since Inception
------ ---------------
<S> <C> <C>
Real Estate Fund xx.xx% xx.xx%*
NAREIT Equity Index xx.xx% xx.xx%
</TABLE>

* Fund inception (12/31/97). Index inception computed from (12/31/97).

[ICON]
Fees and Expenses ______________________________________________________________

ANNUAL FUND OPERATING EXPENSES

<TABLE>
<S> <C>
Investment Advisory Fees
Other Expenses
- -----------------------------------------
Total Annual Fund Operating Expenses
- -----------------------------------------
</TABLE>

19
<PAGE>

EXAMPLE

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
- ------ ------- ------- --------
<S> <C> <C> <C>
$xx $xx $xx $xx
</TABLE>

20
<PAGE>

BALANCED FUND(US)

________________________________________________________________________________

[ICON]

Investment Goal Favorable total rate of return through current income and
capital appreciation consistent with preservation of capital

[ICON]

Principal The Balanced Fund invests in domestic and foreign stocks,
Investment bonds and cash. The Advisor allocates the Fund's assets
Strategies broadly among common and preferred stocks, convertible
securities, corporate bonds and U.S. government obligations,
rated in one of the four highest ratings categories by a
nationally recognized rating agency (commonly called
"investment grade"). In allocating the Fund's assets, the
Advisor uses a multi-tiered diversification strategy. The
Advisor begins by allocating the Fund's assets between
stocks and bonds, with at least 25% of its total assets in
senior fixed income securities. Then, the Advisor allocates
assets invested in stocks between U.S. and foreign stocks,
further allocating assets invested in U.S. stocks among
large and small cap stocks. The Advisor also allocates
assets invested in large-cap stocks between growth and value
styles. The Advisor believes that this multi-tiered approach
allows the Fund to provide investors with added value while
reducing the effects of market swings as investment
strategies and styles go in and out of favor.

There are no restrictions on the average maturity of the
Fund's fixed income securities or the maturity of any single
fixed income investment. Although the Advisor focuses on
high-quality bonds with intermediate maturities, maturities
may vary widely depending on the Advisor's assessment of
interest rate trends and other economic and market factors.

[ICON]

Principal Risks The Fund is subject to the risk that its allocation of
of Investing in assets between stocks and fixed income securities may under
this Fund perform other allocations.

Investments in equity securities in general are subject to
market risks that may cause their prices to fluctuate over
time. In other words, the risk that stock prices will fall
over short or extended periods of time. Historically, the
equity markets have moved in cycles, and the value of the
Fund's equity securities may fluctuate drastically from day-
to-day. Individual companies may report poor results or be
negatively affected by industry or economic trends and
developments. The prices of securities issued by such
companies may suffer a decline in response.

21
<PAGE>

The prices of bonds and other fixed income securities
respond to economic developments, particularly interest rate
changes, as well as to perceptions about the
creditworthiness of individual issuers, including
governments. Generally, fixed income securities decrease in
value if interest rates rise and vice versa. Also, longer
term securities are generally more volatile, so the average
maturity or duration of these securities affects risk. The
volatility of lower rated securities is even greater since
the prospects for repayment of principal and interest is
more speculative.

The Fund may invest in mortgage-backed securities. Mortgage
backed securities are fixed income securities representing
an interest in a pool of underlying mortgage loans. They are
sensitive to changes in interest rates, but may respond to
these changes differently from other fixed income securities
due to the possibility of prepayment of the underlying
mortgage loans. Prepayment risk may make it difficult to
calculate the average maturity of a portfolio of mortgage-
backed securities and, therefore, to assess the volatility
risk of those securities.

The Fund is subject to additional risks, which are discussed
in the Statement of Additional Information.

22
<PAGE>

[ICON]
Performance Information ________________________________________________________

The bar chart shows changes in the performance of the Fund's Common Shares from
year to year.

[insert bar chart for calendar years 1994-1998]

Best Quarter Worst Quarter

x.xx% x.xx%
(date) (date)

This table compares the Fund's average annual total returns for the periods
ending December 31, 1998 to those of the S&P 500 Index and the Lehman Brothers
Aggregate Bond Index. An index measures the market prices of a specific group
of securities in a particular market or securities in a market sector. You
cannot invest directly in an index. An index does not have an investment
advisor and does not pay an commissions or expenses. If an index had expenses,
its performance would be lower. The S&P 500 Index is a widely recognized index
of 500 stocks designed to mimic the overall equity market's industry
weightings. The Lehman Brothers Aggregate Bond Index is a widely recognized
index of U.S. Government obligations, corporate bonds and mortgage-backed
securities.

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
Balanced Fund x.xx% x.xx% x.xx% x.xx*
60% S&P 500 Index/40% x.xx% x.xx% x.xx% x.xx*
Lehman Brothers Aggregate Bond Index
</TABLE>

* Fund inception (3/9/93). Index inception computed from (2/28/93).

[ICON]
Fees and Expenses ______________________________________________________________

ANNUAL FUND OPERATING EXPENSES

<TABLE>
<S> <C>
Investment Advisory Fees
Distribution and Service (12b-1) Fees
Other Expenses
- ------------------------------------------
Total Annual Fund Operating Expenses
- ------------------------------------------
</TABLE>

23
<PAGE>

EXAMPLE

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
- ------ ------- ------- --------
<S> <C> <C> <C>
$xx $xx $xx $xx
</TABLE>

24
<PAGE>

THE INTERNATIONAL FUNDS ________________________________________________________

Because the International Funds invest in foreign markets, either directly or
indirectly, each of these Funds is subject to the market and economic risks in
these foreign markets. Investments in securities of foreign companies or
governments can be more volatile than investments in U.S. companies or
governments. Investing in foreign countries poses distinct risks, since events
unique to a country or region will affect those markets and their issuers.
These events will not necessarily affect the U.S. economy or similar issuers
located in the U.S. Diplomatic, political, or economic developments, including
nationalization or appropriation, also could affect investments in foreign
countries. Foreign securities markets generally have less trading volume and
less liquidity than U.S. markets. Foreign companies or governments generally
are not subject to uniform accounting, auditing, and financial reporting
standards comparable to those applicable to domestic U.S. companies or
governments. Transaction costs are generally higher than those in the U.S.
Expenses for custodial arrangements of foreign securities may be somewhat
greater than typical expenses for custodial arrangements of similar U.S.
securities. Some foreign governments levy withholding taxes against dividend
and interest income. Although in some countries a portion of these taxes is
recoverable, the non-recovered portion will reduce the income received from the
securities comprising the portfolio.

Investments in foreign countries are generally denominated in a foreign
currency. As a result, changes in the value of those currencies compared to the
U.S. dollar and in exchange control regulations may affect (positively or
negatively) the value of a Fund's investments and the dividends from those
securities. These currency movements may happen separately from and in response
to events that do not otherwise affect the value of the security in the
issuer's home country. Investments in foreign securities denominated in foreign
currencies involve additional risks, including:

. A Fund may incur substantial costs in connection with conversions between
various currencies.
. A Fund may be unable to hedge against possible variations in foreign
exchange rates or to hedge a specific security transaction or portfolio
position, particularly with respect to Latin American and Asian markets.
. The Advisor may choose not to hedge under certain market or economic
conditions.

Each International Fund is subject to additional risks, which are described on
the following pages and in the Statement of Additional Information.

25
<PAGE>

INTERNATIONAL EQUITY FUND(US)

________________________________________________________________________________

[ICON]

Investment Goal High level of total return through capital appreciation and
current income

[ICON]

Principal The International Equity Fund primarily invests in common
Investment stocks and other equity securities of foreign companies. The
Strategies Fund primarily invests in developed countries in Europe,
Australia and the Far East. The Advisor diversifies the
Fund's investments across three or more foreign countries
and seeks securities of companies with above average growth
potential. In selecting investments for the Fund, the
Advisor uses a bottom-up approach to identify undervalued
industries and companies in various countries. The Advisor
adjusts the Fund's portfolio in response to changing growth
scenarios for various industry sectors and regions. While
the Advisor may not necessarily spread the Fund's
investments among more than three foreign countries, the
Advisor intends to diversify the Fund's investments among
various countries in an effort to reduce risks.

[ICON]

Principal Risks In addition to the general risks of investing in any
of Investing in International Fund, this Fund is subject to the risks
this Fund associated with equity investing. Investments in equity
securities in general are subject to market risks that may
cause their prices to fluctuate over time. In other words,
the risk that stock prices will fall over short or extended
periods of time. Historically, the equity markets have moved
in cycles, and the value of the Fund's equity securities may
fluctuate drastically from day-to-day. Individual companies
may report poor results or be negatively affected by
industry or economic trends and developments. The prices of
securities issued by such companies may suffer a decline in
response. Fluctuations in the value of equity securities in
which the Fund invests will cause the net asset value of the
Fund to fluctuate.

Various European countries have implemented a plan to
convert or tie their currencies to a new currency unit, the
euro. Although it is not possible to predict the impact of
this conversion on the Fund, the conversion to the euro may
change the economic environment and behavior of investors,
particularly in European markets. The Advisor may need to
modify the Fund's strategy in response to these changes. The
ongoing conversion to the euro may adversely affect
financial markets worldwide and may cause fluctuations in
the value of the U.S. dollar and other major currencies.

26
<PAGE>

[ICON]
Performance Information ________________________________________________________

The bar chart shows changes in the performance of the Fund's Common Shares from
year to year.

[insert bar chart for calendar years 1994-1998]
Best Quarter Worst Quarter

x.xx% x.xx%
(date) (date)

This table compares the Fund's average annual total returns for the periods
ending December 31, 1998 to those the Morgan Stanley capital International
Europe, Australasia and Far East Index (MSCI EAFE Index). An index measures the
market prices of a specific group of securities in a particular market or
securities in a market sector. You cannot invest directly in an index. An index
does not have an investment advisor and does not pay any commissions or
expenses. If an index had expenses, its performance would be lower. The MSCI
EAFE Index is a widely recognized index of over 900 securities listed on the
stock exchanges in Europe, Australia and the Far East.

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
International Equity Fund x.xx% x.xx% x.xx% x.xx%
MSCI EAFE Index x.xx% x.xx% x.xx% x.xx%
</TABLE>

* Fund inception (1/04/93). Index inception computed from (12/31/92)

[ICON]
Fees and Expenses ______________________________________________________________

ANNUAL FUND OPERATING EXPENSES

27
<PAGE>

EXAMPLE

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
- ------ ------- ------- --------
<S> <C> <C> <C>
$xx $xx $xx $xx
</TABLE>

28
<PAGE>

TRANSEUROPE FUND(US) (not currently available for purchase)

________________________________________________________________________________

[ICON]

Investment Goal High level of total return through capital appreciation and
current income

[ICON]

Principal The TransEurope Fund primarily invests in common stocks and
Investment other equity securities of companies headquartered or based
Strategies in European countries. The Fund's investments are
diversified among issuers located in various European
countries, such as Belgium, Denmark, France, Germany, Italy
and Finland. The Fund primarily invests in developed
countries, but may invest in countries with emerging
markets, such as Hungary, Poland and Slovakia.

[ICON]

In addition to the general risks of investing in any
Principal Risks International Fund, this Fund is subject to the risks
of Investing in associated with equity investing. Investments in equity
this Fund securities in general are subject to market risks that may
cause their prices to fluctuate over time. In other words,
the risk that stock prices will fall over short or extended
periods of time. Historically, the equity markets have moved
in cycles, and the value of the Fund's equity securities may
fluctuate drastically from day-to-day. Individual companies
may report poor results or be negatively affected by
industry or economic trends and developments. The prices of
securities issued by such companies may suffer a decline in
response. Fluctuations in the value of equity securities in
which the Fund invests will cause the net asset value of the
Fund to fluctuate.

Since the Fund's investments are focused on securities of
issuers located in Europe, the Fund is subject to the risk
that securities of companies headquartered or based in
Europe will under perform the equity markets as a whole, as
well as the risk that issuers in Europe will be impacted by
the market conditions, legislative or regulatory changes,
competition or political, economic, or other developments in
Europe. Government regulation and restriction in many
European countries may limit the amount and extent of the
Fund's investments in those countries. Regional economics
are often closely interrelated, and political and economic
developments, affecting one region or country often affect
other regions or countries, thus subjecting the Fund to
additional risks.

29
<PAGE>

adversely affect financial markets worldwide and may cause
fluctuations in the value of the U.S. dollar and other major
currencies.

The Fund's investments in emerging market countries can be
considered speculative and, therefore, may offer higher
potential for gains and losses than investments in developed
markets of the world. Emerging market countries are
countries that the World Bank or the United Nations
considered to be emerging or developing. With respect to any
emerging market country, the risks associated with foreign
investing are greater. The economies of emerging market
countries generally are heavily dependent upon international
trade. These economies have been and may continue to be
adversely affected by trade barriers, exchange or currency
controls, managed adjustments in relative currency value and
other protectionist measures imposed or negotiated by the
countries with which they trade. Emerging markets may be
more likely to experience political turmoil or rapid changes
in market or economic conditions than more developed
countries. In addition, the financial stability of issuers
in emerging markets countries may be more precarious than in
other countries. As a result, there will tend to be more
price volatility in emerging market countries, which may be
magnified by currency fluctuations relative to the U.S.
dollar.

30
<PAGE>

[ICON]

Fees and Expenses ______________________________________________________________

ANNUAL FUND OPERATING EXPENSES

Investment Advisory Fees
Other Expenses*
- --------------------------------------------------------------------------------
Total Annual Fund Operating Expenses
- --------------------------------------------------------------------------------
* Other expenses are based on estimated amounts for the current fiscal year.

EXAMPLE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1 Year 3 Years
------ -------
<S> <C> <C>
This example is intended to help you compare the cost of
investing in the Fund with the cost of investing in other
mutual funds. The example assumes that you invest $10,000 in
the Fund for the time periods indicated and that you sell your
shares at the end of each period. The example also assumes that
each year your investment has a 5% return and Fund expenses
remain the same. Although your actual costs and returns might
be different, your approximate costs of investing $10,000 in
the Fund would be: $xx $xx
- -------------------------------------------------------------------------------
</TABLE>

31
<PAGE>

ASIAN TIGERS FUND (US)

________________________________________________________________________________

[ICON]

Investment Goal Capital Appreciation

[ICON]

Principal The Asian Tigers Fund primarily invests in common stocks and
Investment other equity securities of companies headquartered or based
Strategies in Asian countries (other than Japan). The Advisor
diversifies the Fund's investments among various Asian
countries, such as Hong Kong, Singapore, South Korea,
Thailand, Taiwan and Indonesia, some of which may be
considered to have emerging markets. The Fund does not
intend to invest in Japan. The Advisor allocates the Fund's
investments according to the relative attractiveness of the
countries and within those, the relative attractiveness of
the stocks. At the same time the Fund is managed in an
effort to reduce risk. In selecting investments for the
Fund, the Advisor evaluates each company using a combined
top-down (emphasis on market and sectors) and bottom-up
(emphasis on individual stocks and companies) approach. The
Advisor tries to identify large cap, high quality, liquid
companies with growth potential.

[ICON]

Since the Fund's investments are focused on securities of
issuers located in Asia, the Fund is subject to the risk
that securities of companies headquartered or based in Asia
will under perform the equity markets as a whole, as well as
the risk that issuers in Asia will be impacted by the market
conditions, legislative or regulatory changes, competition
or political, economic or other developments in Asia.
Government regulation and restrictions in many Asian
countries may limit the amount and extent of the Fund's
investments in those countries. Regional economics are often
closely interrelated, and political and economic
developments affecting one region or country often affect
other regions or countries, thus subjecting the Fund to
additional risks.

32
<PAGE>

33
<PAGE>

[ICON]

Performance Information ________________________________________________________

The bar chart shows changes in the performance of the Fund's Common Shares from
year to year.

[insert bar chart for calendar years 1995-1998]

Best Quarter Worst Quarter
x.xx% x.xx%
(date) (date)

This table compares the Fund's average annual total returns for the periods
ending December 31, 1998 to those of the Morgan Stanley Capital International
(MSCI) All Asia Free ex-Japan Index. An index measures the market prices of a
specific group of securities in a particular market or securities in a market
sector. You cannot invest directly in an index. An index does not have an
investment advisor and does not pay any commissions or expenses. If an index
had expenses, its performance would be lower. The MSCI All Asia Free ex-Japan
Index is a widely recognized index that tracks seven Pacific Basin countries,
excluding Japan, and represents only those securities that are available for
investment by international investors.

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1 Year 3 Years Since Inception
------ ------- ---------------
<S> <C> <C> <C>
Asian Tigers Fund x.xx% x.xx% x.xx%*
MSCI All Asia Free ex-Japan Index x.xx% x.xx% x.xx%*
</TABLE>

* Fund inception (1/03/94). Index inception computed from (12/31/92).

[ICON]
Fees and Expenses ______________________________________________________________

ANNUAL FUND OPERATING EXPENSES

This table describes the Fund's expenses that you may pay indirectly if you
hold Fund shares. Unlike an index, every mutual fund has operating expenses to
pay for services, such as professional investment advisory, administration and
custody services. The Fund's expenses in the table below are shown as a
percentage of the Fund's net assets. The table shows the highest expenses that
could be currently charged to the Fund. Actual expenses are lower because the
Advisor is voluntarily waiving a portion of their fees. Actual Investment
Advisory and Total Operating Expenses are , respectively. The Advisor could
discontinue this voluntary waiver at any time. For more information about these
fees, see "Investment Advisor."

Investment Advisory Fees
Other Expenses
- --------------------------------------------------------------------------------
Total Annual Fund Operating Expenses
- --------------------------------------------------------------------------------

EXAMPLE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
<S> <C> <C> <C> <C>
This example is intended to help you compare
the cost of investing in the Fund with the
cost of investing in other mutual funds. The
example assumes that you invest $10,000 in the
Fund for the time periods indicated and that
you sell your shares at the end of each
period. The example also assumes that each
year your investment has a 5% return and Fund
expenses remain the same. Although your actual
costs and returns might be different, your
approximate costs of investing $10,000 in the
Fund would be: $xx $xx $xx $xx
- -------------------------------------------------------------------------------
</TABLE>

34
<PAGE>

LATIN AMERICA EQUITY FUND (US)

________________________________________________________________________________

[ICON]

Investment Goal Long-term capital appreciation

[ICON]

Principal The Latin America Equity Fund primarily invests in common
Investment stocks and other equity securities of companies
Strategies headquartered or based in Latin American countries. The
Advisor diversifies the Fund's investments among various
Latin American countries, such as Argentina, Brazil, Chile,
Colombia, Mexico, Peru and Venezuela. In selecting
investments for the Fund, the Advisor seeks to benefit from
economic and other developments in Latin America. The
Advisor tries to identify companies with long-term growth
prospects whose securities are trading at reasonable prices.
Earnings growth and competitive advantages are among the
factors considered. The Advisor selects the Fund's
investments using a combination of top-down (emphasis on
market and sectors) and bottom-up (emphasis on individual
stocks and companies) approaches, with an emphasis on the
latter. In an effort to reduce risk, the Advisor diversifies
the Fund's investments among economic sectors.

[ICON]

Since the Fund's investments are focused on securities of
issuers located in Latin America, the Fund is subject to the
risk that Latin American securities will under perform the
equity markets as a whole, as well as the risk that issuers
in Latin America will be impacted by the market conditions,
legislative or regulatory changes, competition or political,
economic or other developments in Latin America. Government
regulation and restrictions in many Latin American countries
may limit the amount and extent of the Fund's investments in
those countries. Regional economics are often closely
interrelated, and political and economic developments
affecting one region or country often affect other regions
or countries, thus subjecting the Fund to additional risks.

35
<PAGE>

The Fund is non-diversified, which means that it may invest
in the securities of relatively few issuers. As a result,
the Fund may be more susceptible to a single adverse
economic or political/regulatory occurrence affecting one or
more of these issuers, and may experience increased
volatility due to its investments in those securities.

36
<PAGE>

[ICON]

Performance Information ________________________________________________________

The bar chart shows changes in the performance of the Fund's Common Shares from
year to year.

[insert bar chart for calendar years 1997 and 1998]

Best Quarter Worst Quarter
x.xx% x.xx%
(date)

(date)
This table compares the Fund's average annual total returns for the periods
ending December 31, 1998 to those of the Morgan Stanley Capital International
(MSCI) Emerging Markets Latin America Free Index. An index measures the market
prices of a specific group of securities in a particular market or securities
in a market sector. You cannot invest directly in an index. An index does not
have an investment advisor and does not pay any commissions or expenses. If an
index had expenses, its performance would be lower. The MSCI Emerging Markets
Latin America Free Index is a widely recognized index of over [800] stocks from
approximately [17] Latin American/emerging market countries.

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1 Year Since Inception
------ ---------------
<S> <C> <C>
Latin America Equity Fund x.xx% x.xx%*
MSCI Emerging Markets Latin America Free Index x.xx% x.xx%*
</TABLE>

* Fund inception (7/01/96). Index inception computed from (6/30/96).

[ICON]
Fees and Expenses ______________________________________________________________

ANNUAL FUND OPERATING EXPENSES

37
<PAGE>

INTERNATIONAL FIXED INCOME FUND (US)

________________________________________________________________________________

[ICON]

Investment Goal High level of total return, relative to funds with like
investment goals, measured in U.S. dollar terms, from income
and capital appreciation

[ICON]

Principal The International Fixed Income Fund primarily invests in
Investment investment grade bonds of foreign companies and debt
Strategies securities issued by foreign governments (commonly called
sovereign debt). In selecting investments for the Fund, the
Advisor manages currency, interest rate, yield curve and
credit exposure in an effort to maximize returns. There are
no restrictions on the average maturity of the Fund or the
maturity of any single investment. Although the Advisor
generally focuses on high quality foreign bonds with
intermediate maturities, maturities may vary widely
depending on the Advisor's assessment of interest rate
trends and other economic and market factors.

[ICON]

Principal Risks In addition to the general risks of investing in any
of Investing in International Fund, this Fund is subject to the risks of
this Fund investing in bonds and other fixed income securities. The
prices of bonds and other fixed income securities respond to
economic developments, particularly interest rate changes,
as well as to perceptions about the creditworthiness of
individual issuers, including governments. Generally, fixed
income securities decrease in value if interest rates rise
and vice versa. Also, longer term securities are generally
more volatile, so the average maturity or duration of these
securities affects risk. The volatility of lower rated
securities is even greater since the prospects for repayment
of principal and interest are more speculative.

Investing in sovereign debt involves a high degree of risk,
since the government that controls the repayment of the debt
may not be willing or able to repay principal or interest
when it is due. This may happen as a result of political
constraints, cash flow problems and other national economic
factors. As a result, government may default on their debt
obligations, which may require the Fund to participate in
debt rescheduling or other proceedings.

38
<PAGE>

[ICON]

Performance Information ________________________________________________________

The bar chart shows changes in the performance of the Fund's Common Shares from
year to year.

[insert bar chart for calendar years 1994-1998]

Best Quarter Worst Quarter
x.xx% x.xx%
(date) (date)

This table compares the Fund's average annual total returns for the periods
ending December 31, 1998 to those of the J.P. Morgan Global Non-U.S. Government
Bond Index. An index measures the market prices of a specific group of
securities in a particular market or securities in a market sector. You cannot
invest directly in an index. An index does not have an investment advisor and
does not pay any commissions or expenses. If an index had expenses, its
performance would be lower. The J.P. Morgan Global Non-U.S. Government Bond
Index is a widely recognized index of [ ].

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
International Fixed Income x.xx% x.xx% x.xx% x.xx%*
J.P. Morgan Global Non-U.S. Government
Bond Index x.xx% x.xx% x.xx% x.xx%*
</TABLE>

* Fund inception (4/26/93). Index inception computed from (4/30/93).

[ICON]
Fees and Expenses ______________________________________________________________

ANNUAL FUND OPERATING EXPENSES

39
<PAGE>

THE BOND FUNDS _________________________________________________________________

The Bond Funds are subject to the risks of investing in bonds and other fixed
income securities. The prices of bonds and other fixed income securities
respond to economic developments, particularly interest rate changes, as well
as to perceptions about the creditworthiness of individual issuers, including
governments. Generally, fixed income securities decrease in value if interest
rates rise and vice versa. Also, longer term securities are generally more
volatile, so the average maturity or duration of these securities affects risk.
The volatility of lower rated securities is even greater since the prospects
for repayment of principal and interest is more speculative.

Each Bond Fund is subject to additional risks, which are described on the
following pages and in the Statement of Additional Information.

40
<PAGE>

FIXED INCOME FUND (US)

________________________________________________________________________________

[ICON]

Investment Goal High level of total return, relative to funds with like
investment goals, from income, and to a lesser degree,
capital appreciation

[ICON]

The Fixed Income Fund primarily invests in investment grade
Principal corporate bonds and U.S. Treasury and government agency
Investment obligations, mortgage-backed securities and asset-backed
Strategies securities. In selecting investments for the Fund, the
Advisor seeks securities that show improving fundamentals
not yet reflected in their price. The Advisor broadly
emphasizes all fixed income securities, including mortgage-
backed, corporate and U.S. government securities, in an
effort to reduce risk. The Advisor actively manages four key
components of portfolio risk:
. Duration (the sensitivity of a bond to changes in
interest rates) is targeted in an attempt to position
the Fund's portfolio to take advantage of changing
economic conditions, inflation and market values.
. Yield curve (the range of yields offered from short
term securities to long-term) allocations are based on
a detailed analysis of interest rates, the portfolio's
duration targets and a review of Fed policy.
. Sector allocation (the percentage of assets in
corporate bonds, governments, etc.) is determined by
analysis of such factors as economic conditions,
current prices and market sentiment.
. Security selection is based on a fundamental
understanding of each holding including credit
analysis, market value and price volatility.

There are no restrictions on the average maturity of the
Fund or the maturity of any single investment. Although the
Advisor generally focuses on high quality securities with
intermediate to long maturities, maturities may vary widely
depending on the Advisor's assessment of interest rate
trends and other economic and market factors.

[ICON]

Principal Risks In addition to the general risks of investing in any Bond
of Investing in Fund, this Fund is subject to the risks of investing in U.S.
this Fund government and mortgage-backed securities. Although
investments in U.S. government securities are considered to
be among the safest investments, they are not guaranteed
against price movements due to changing interest rates.
Obligations issued by some U.S. government agencies are
backed by the U.S. Treasury, while others are backed solely
by the ability of the agency to borrow from the U.S.
Treasury or by the agency's own resources.

Mortgage backed securities are fixed income securities
representing an interest in a pool of underlying mortgage
loans. They are sensitive to changes in interest rates, but
may respond to these changes differently from other fixed
income securities due to the possibility of prepayment of
the underlying mortgage loans. Prepayment risk may make it
difficult to calculate the average maturity of a portfolio
of mortgage-backed securities and, therefore, to assess the
volatility risk of that portfolio.

41
<PAGE>

[ICON]

Performance Information ________________________________________________________

The bar chart shows changes in the performance of the Fund's Common Shares from
year to year.

[insert bar chart for calendar years 1994-1998]

Best Quarter Worst Quarter
x.xx% x.xx%
(date) (date)

This table compares the Fund's average annual total returns for the periods
ending December 31, 1998 to those of the Lehman Brothers Aggregate Bond Index.
An index measures the market prices of a specific group of securities in a
particular market or securities in a market sector. You cannot invest directly
in an index. An index does not have an investment advisor and does not pay any
commissions or expenses. If an index had expenses, its performance would be
lower. The Lehman Brothers Aggregate Bond Index is a widely recognized index of
U.S. government obligations, corporate bonds and mortgage-backed securities.

* Fund inception (1/04/93). Index inception computed from (12/31/92).

[ICON]
Fees and Expenses ______________________________________________________________

ANNUAL FUND OPERATING EXPENSES

This table describes the Fund's expenses that you may pay indirectly if you
hold Fund shares. Unlike an index, every mutual fund has operating expenses to
pay for professional services, such as professional investment advisory,
administration and custody services. The Fund's expenses in the table below are
shown as a percentage of the Fund's net assets. The table shows the highest
expenses that could be currently charged to the Fund. Actual expenses are lower
because the Advisor is voluntarily waiving a portion of its fees. Actual
Investment Advisory and Total Operating Expenses are , respectively. The
Advisor could discontinue this voluntary waiver at any time. For more
information about these fees, see "Investment Advisor."

42
<PAGE>

INTERMEDIATE GOVERNMENT FIXED INCOME FUND (US)

________________________________________________________________________________

[ICON]

Investment Goal High level of total return, relative to funds with like
investment goals, consistent with preservation of capital,
from income and, to a lesser degree, capital appreciation

[ICON]

Principal The Fund invests 100% of its assets in U.S. government
Investment securities, including U.S. Treasury obligations, U.S.
Strategies government agency securities and mortgage-backed securities.
The Advisor anticipates that, under normal circumstances,
the Fund's dollar-weighted average maturity will range from
three to ten years.

In selecting investments for the Fund, the Advisor actively
manages four key components of portfolio risk:

. Duration (the sensitivity of a bond to changes in
interest rates) is targeted in an attempt to position
the Fund's portfolio to take advantage of changing
economic conditions, inflation and market values.

. Yield curve (the range of yields offered from short
term securities to long-term) allocations are based on
a detailed analysis of interest rates, the portfolio's
duration targets and a review of Fed policy.

. Sector allocation (the percentage of assets in
corporate bonds, governments, etc.) is determined by
analysis of such factors as economic conditions,
current prices and market sentiment.

. Security selection is based on a fundamental
understanding of each holding including credit
analysis, market value and price volatility.

[ICON]

43
<PAGE>

[ICON]

Performance Information ________________________________________________________

The bar chart shows changes in the performance of the Fund's Common Shares from
year to year.

[insert bar chart for calendar years 1994-1998]

Best Quarter Worst Quarter
x.xx% x.xx%
(date) (date)

This table compares the Fund's average annual total returns for the periods
ending December 31, 1998 to those of the Lehman Brothers Government Bond Index.
An index measures the market prices of a specific group of securities in a
particular market or securities in a market sector. You cannot invest directly
in an index. An index does not have an investment advisor and does not pay any
commissions or expenses. If an index had expenses, its performance would be
lower. The Lehman Brothers Government Bond Index is a widely recognized index
of U.S. Treasury securities, U.S. government agency obligations and corporate
bonds backed by the U.S. government.

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
Intermediate Government Fixed Income
Fund x.xx% x.xx% x.xx% x.xx%*
Lehman Brothers Government Bond Index x.xx% x.xx% x.xx% x.xx%*
</TABLE>

*Fund inception (1/04/93). Index inception computed from (12/31/92).

[ICON]
Fees and Expenses ______________________________________________________________

ANNUAL FUND OPERATING EXPENSES

44
<PAGE>

TAX-EXEMPT FIXED INCOME FUND (US)
- --------------------------------------------------------------------------------

[ICON]

Investment Goal High level of total return, relative to funds with like
investment goals, from income, consistent with preservation
of capital

[ICON]

Principal The Tax-Exempt Fixed Income Fund invests in investment grade
Investment municipal securities that pay income exempt from Federal
Strategies income and alternative minimum taxes. The issuers of these
securities may be located in any U.S. state, territory or
possession. The Advisor varies the Fund's concentration of
investments among regions based on its analysis of market
conditions and seeks to take advantage of economic
developments. In selecting investments for the Fund, the
Advisor focuses on securities of municipal issuers with
improving credit, while limiting risk as much as possible.

There are no restrictions on the average maturity of the
Fund or the maturity of any single investment. Although the
Advisor focuses on intermediate to longer-term securities,
maturities may vary widely depending on the Advisor's
assessment of interest rate trends and other economic and
market factors.

The Advisor actively manages four key components of
portfolio risk:

. Sector allocation (the percentage of assets in
corporate bonds, governments, etc.) is determined by
analysis of such factors as economic conditions,
current prices and market sentiment.

. Security selection is based on a fundamental
understanding of each holding including credit
analysis, market value and price volatility.

[ICON]

Principal Risks In addition to the general risks of investing in any Bond
of Investing in Fund, this Fund is subject to the risks of investing in
this Fund municipal securities. There may be economic or political
changes that impact the ability of municipal issuers to
repay principal and to make interest payments on municipal
securities. Changes to the financial condition or credit
rating of municipal issuers may also adversely affect the
value of the Fund's municipal securities. Constitutional or
legislative limits on borrowing by municipal issuers may
result in reduced supplies of municipal securities.
Moreover, certain municipal securities are backed only by a
municipal issuer's ability to levy and collect taxes.

45
<PAGE>

[ICON]

Performance Information ________________________________________________________

The bar chart shows changes in the performance of the Fund's Common Shares from
year to year.

[insert bar chart for calendar years 1994-1998]

Best Quarter Worst Quarter
x.xx% x.xx%
(date) (date)

This table compares the Fund's average annual total returns for the periods
ending December 31, 1998 to those of the Lehman Brothers Municipal Bond Index.
An index measures the market prices of a specific group of securities in a
particular market or securities in a market sector. You cannot invest directly
in an index. An index does not have an investment advisor and does not pay any
commissions or expenses. If an index had expenses, its performance would be
lower. The Lehman Brothers Municipal Bond Index is a widely recognized index of
municipal bonds with maturities of at least one year.

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
Tax-Exempt Fixed Income Fund x.xx% x.xx% x.xx% x.xx%*
Lehman Brothers Municipal Bond Index x.xx% x.xx% x.xx% x.xx%*
- ----------------------------------------------------------------------------
</TABLE>
*Fund inception (1/04/93). Index inception computed from (12/31/92).

Fees and Expenses ______________________________________________________________

ANNUAL FUND OPERATING EXPENSES

This table describes the Fund's expenses that you may pay indirectly if you
hold Fund shares. Unlike an index, every mutual fund has operating expenses to
pay for services, such as professional investment advisory, administration and
custody services. The Fund's expenses in the table below are shown as a
percentage of the Fund's net assets. The table shows the highest expenses that
could be currently charged to the Fund. Actual expenses are lower because the
Advisor is voluntarily waiving a portion of their fees. Actual Investment
Advisory and Total Operating Expenses are , respectively. The Advisor could
discontinue this voluntary waiver at any time. For more information about these
fees, see "Investment Advisor."

46
<PAGE>

LIMITED VOLATILITY FIXED INCOME FUND (US) (not currently available
for purchase)

________________________________________________________________________________

[ICON]

Investment Goal High level of current income, consistent with relative
stability of principal

[ICON]

Principal The Limited Volatility Fixed Income Fund primarily invests
Investment in a diversified portfolio of investment grade corporate
Strategies bonds, U.S. government agency securities, municipal
securities, mortgage-backed securities and sovereign debt
securities. Under normal circumstances, the Fund's dollar-
weighted average maturity will be less than six years.

[ICON]

Principal Risks In addition to the general risks of investing in any Bond
of Investing in Fund, this Fund is subject to the risks of investing in
this Fund municipal securities, foreign securities and sovereign debt.

There may be economic or political changes that impact the
ability of municipal issuers to repay principal and to make
interest payments on municipal securities. Changes to the
financial condition or credit rating of municipal issuers
may also adversely affect the value of the Fund's municipal
securities. Constitutional or legislative limits on
borrowing by municipal issuers may result in reduced supples
of municipal securities. Moreover, certain municipal
securities are backed only by a municipal issuer's ability
to levy and collect taxes.

Investing in foreign countries poses distinct risks, since
political and economic events unique to a country or region
will affect those markets and their issuers. These events
will not necessarily affect the U.S. economy or similar
issuers located in the U.S. In addition, investment in
foreign countries are generally denominated in a foreign
currency. As a result, changes in the value of those
currencies compared to the U.S. dollar may affect
(positively or negatively) the value of a Fund's
investments. These currency movements may happen separately
from and in response to events that do not otherwise affect
the value of the security in the issuer's home country.

47
<PAGE>

[ICON]

Fees and Expenses ______________________________________________________________

ANNUAL FUND OPERATING EXPENSES

Investment Advisory Fees
Other Expenses*
- --------------------------------------------------------------------------------
Total Annual Fund Operating Expenses
- --------------------------------------------------------------------------------
*Other Expenses are based on estimated amounts for the current fiscal year.

48
<PAGE>

THE MONEY MARKET FUNDS _________________________________________________________

Money market funds invest in high quality, short-term debt securities,
commonly known as money market instruments. These generally include CDs,
bankers' acceptances, U.S. Treasury securities, some municipal securities,
commercial paper, and repurchase agreements involving these instruments.
Money market funds follow strict rules about credit risk, maturity and
diversification of its investments. An investment in a money market fund
is not a bank deposit. Although a money market fund seeks to keep a
constant price per share of $1.00, you may lose money by investing in a
money market fund.

Each Money Market Fund is subject to additional risks, which are described
on the following pages and in the Statement of Additional Information.

49
<PAGE>

TREASURY MONEY MARKET FUND (US)

________________________________________________________________________________

[ICON]

Investment Goal To preserve principal value and maintain a high degree of
liquidity while providing current income.

[ICON]

Principal The Treasury Money Market Fund invests substantially all of
Investment its assets in short-term U.S. Treasury obligations,
Strategies repurchase agreements involving these obligations, and
shares of money market funds that invest in U.S. Treasury
obligations. The Advisor structures the Fund's portfolio
based on its outlook on:

. interest rates
. market conditions, and
. liquidity needs.

The Advisor adjusts the average maturity of the Fund in
anticipation of changes in short-term interest rates.
Important factors include an assessment of Federal policy
and an analysis of the yield curve (the range of yields
offered). Positioning of the Fund in an attempt to capture
higher returns is the key component of the strategy.

[ICON]

Principal Risks An investment in the Fund is subject to the risk that the
of Investing in Fund's yield will decline due to falling interest rates. A
This Fund Fund share is not a bank deposit and is not insured or
guaranteed by the FDIC or any government agency. In
addition, although the Fund tries to keep a constant price
per share of $1.00, you may lose money by investing in the
Fund.

50
<PAGE>

Performance Information ________________________________________________________

The bar chart shows changes in the performance of the Fund's Common Shares from
year to year.

[insert bar chart for calendar years 1994-1998]

Best Quarter Worst Quarter
x.xx% x.xx%
(date) (date)

This table compares the Fund's average annual total returns for the periods
ending December 31, 1998 to those of the IBC U.S. Treasury Average. An average
measures the share prices of a specific group of mutual funds with a particular
investment objective. You cannot invest directly in an average. The IBC U.S.
Treasury Average is a composite of mutual funds with investment goals similar
to the Fund's goal.

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
Treasury Money Market Fund x.xx% x.xx% x.xx% x.xx%*
IBC U.S. Treasury Average x.xx% x.xx% x.xx% x.xx%*
- ------------------------------------------------------------------
</TABLE>
*Fund inception (1/04/93). Average inception computed from (12/31/92).

To obtain the Fund's current yield, please call 1-800-443-4725.

Fees and Expenses ______________________________________________________________

ANNUAL FUND OPERATING EXPENSES

This table describes the Fund's expenses that you may pay indirectly if you
hold Fund shares. Unlike an index, every mutual fund has operating expenses to
pay for services, such as professional investment advisory, administration and
custody services. The Fund's expenses in the table below are shown as a
percentage of the Fund's net assets. The table shows the highest expenses that
could be currently charged to the Fund. Actual expenses are lower because the
Advisor and Administrator are voluntarily waiving a portion of their fees.
Actual Investment Advisory, Other Expenses and Total Operating Expenses are
, respectively. The Advisor and Administrator could discontinue these
voluntary waivers at any time. For more information about these fees, see
"Investment Advisor" and the Statement of Additional Information.

51
<PAGE>

GOVERNMENT MONEY MARKET FUND (US)

________________________________________________________________________________

[ICON]

Investment Goal To provide as high a level of current income as is
consistent with the preservation of capital and liquidity

[ICON]

Principal The Government Money Market Fund invests 100% of its assets
Investment in short-term U.S. government money market instruments, such
Strategies as U.S. Treasury obligations and U.S. government agency
securities, and repurchase agreements involving these
instruments. The Advisor structures the Fund's portfolio
based on the Advisor's outlook on interest rates, market
conditions and liquidity needs. The Advisor monitors the
Fund's investments for credit quality changes and adjusts
the average maturity of the Fund in anticipation of changes
in short-term interest rates. Important factors include an
assessment of Federal policy and an analysis of the yield
curve (the range of yields offered). Positioning of the Fund
in an attempt to capture higher returns is the key component
of the strategy.

[ICON]

Principal Risks An investment in the Fund is subject to the risk that the
of Investing in Fund's yield will decline due to falling interest rates. A
This Fund Fund share is not a bank deposit and is not insured or
guaranteed by the FDIC or any government agency. Although
the Fund tries to keep a constant price per share of $1.00,
you may lose money by investing in the Fund.

52
<PAGE>

[ICON]

Performance Information ________________________________________________________

The bar chart shows changes in the performance of the Fund's Common Shares from
year to year.

[insert bar chart for calendar years 1994-1998]

Best Quarter Worst Quarter
x.xx% x.xx%
(date) (date)

This table compares the Fund's average annual total returns for the periods
ending December 31, 1998 to those of the IBC Total Government Average. An
average measures the share prices of a specific group of mutual funds with a
particular investment goal. You cannot invest directly in an average. The IBC
Total Government Average is a composite of mutual funds with investment goals
similar to the Fund's goal.

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
Government Money Market Fund x.xx% x.xx% x.xx% x.xx%*
IBC Total Government Average x.xx% x.xx% x.xx% x.xx%*
- --------------------------------------------------------------------
</TABLE>
*Fund inception (1/04/93). Average inception computed from (12/31/92).

To obtain the Fund's current yield, please call 1-800-443-4725.

Fees and Expenses ______________________________________________________________

ANNUAL FUND OPERATING EXPENSES

This table describes the Fund's expenses that you may pay indirectly if you
hold Fund shares. Unlike an index, every mutual fund has operating expenses to
pay for services, such as professional investment advisory, administration and
custody services. The Fund's expenses in the table below are shown as a
percentage of the Fund's net assets. The table shows the highest expenses that
could be currently charged to the Fund. Actual expenses are lower because the
Administrator is voluntarily waiving a portion of its fees. Actual Other
Expenses and Total Operating Expenses are , respectively. The Administrator
could discontinue this voluntary waiver at any time. For more information about
these fees, see the Statement of Additional Information.

53
<PAGE>

MONEY MARKET FUND (US)

________________________________________________________________________________

[ICON]

Investment Goal To provide as high a level of current income as is
consistent with the preservation of capital and liquidity

[ICON]

Principal The Money Market Fund invests in high quality money market
Investment instruments issued by corporations, banks and the U.S.
Strategies government or its agencies or instrumentalities. The Advisor
structures the Fund's portfolio based on the Advisor's
outlook on interest rates, market conditions and liquidity
needs. The Advisor monitors the Fund's investments for
credit quality changes and may adjust the average maturity
of the Fund in anticipation of changes in short-term
interest rates. Important factors include an assessment of
Federal policy and an analysis of the yield curve (the range
of yields offered). Positioning of the Fund in an attempt to
capture higher returns is the key component of the strategy.

[ICON]

Principal Risks An investment in the Fund is subject to the risk that the
of Investing in Fund's yield will decline due to falling interest rates. A
This Fund Fund share is not a bank deposit and is not insured or
guaranteed by the FDIC or any government agency. Although
the Fund tries to keep a constant price per share of $1.00,
you may lose money by investing in the Fund.

54
<PAGE>

[ICON]

Performance Information ________________________________________________________

The bar chart shows changes in the performance of the Fund's Investor Shares
from year to year.

[insert bar chart for calendar years 1994-1998]

Best Quarter Worst Quarter
x.xx% x.xx%
(date) (date)

This table compares the Fund's average annual total returns for the periods
ending December 31, 1998 to those of the IBC Total Taxable Average. An average
measures the share prices of a specific group of mutual funds with a particular
investment goal. You cannot invest directly in an average. The IBC Total
Taxable Average is a composite of mutual funds with investment goals similar to
the Fund's goal.

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
Money Market Fund x.xx% x.xx% x.xx% x.xx%*
IBC Total Taxable Average x.xx% x.xx% x.xx% x.xx%*
- -----------------------------------------------------------------
</TABLE>
*Fund inception (1/04/93). Average inception computed from (12/31/92).

To obtain the Fund's current yield, please call 1-800-443-4725.

Fees and Expenses ______________________________________________________________

ANNUAL FUND OPERATING EXPENSES

This table describes the Fund's expenses that you may pay indirectly if you
hold Fund shares. Unlike an index, every mutual fund has operating expenses to
pay for services, such as professional investment advisory, administration and
custody services. The Fund's expenses in the table below are shown as a
percentage of the Fund's net assets. The table shows the highest expenses that
could be currently charged to the Fund. Actual expenses are lower because the
Advisor, Administrator and Distributor are voluntarily waiving a portion of
their fees. Actual Investment Advisory, Other Expenses and Total Operating
Expenses are , respectively. The Advisor, Administrator and Distributor
could discontinue these voluntary waivers at any time. For more information
about these fees, see "Investment Advisor" and the Statement of Additional
Information.

55
<PAGE>

TAX-EXEMPT MONEY MARKET FUND (US)

________________________________________________________________________________

[ICON]

Investment Goal To preserve principal value and maintain a high degree of
liquidity while providing current income exempt from Federal
income tax and not included as a preference item under the
Federal alternative minimum tax

[ICON]

Principal The Tax-Exempt Money Market Fund invests substantially all
Investment of its assets in short-term, high quality money market
Strategies instruments issued by municipalities and other issuers that
pay income exempt from Federal income and alternative
minimum taxes. These issuers may be located in any state,
territory or possession of the U.S., or the District of
Columbia. The Advisor emphasizes particular market sectors
that it expects will outperform the market as a whole. The
Advisor actively manages the Fund's portfolio based on its
outlook on market conditions, interest rates and liquidity
needs. The Advisor monitors the Fund for credit quality
changes and adjusts maturities in anticipation of changes in
interest rates. Important factors include an assessment of
Federal policy and an analysis of the yield curve (the range
of yields offered). Positioning of the Fund in an attempt to
capture higher returns is the key component of the strategy.

[ICON]

Principal Risks An investment in the Fund is subject to the risk that the
of Investing in Fund's yield will decline due to falling interest rates. In
This Fund addition, since the Fund may purchase securities supported
by credit enhancements from banks and other financial
institutions, changes in the credit quality of these
institutions could cause losses to the Fund and affect its
share price. A Fund share is not a bank deposit and is not
insured or guaranteed by the FDIC or any government agency.
Although the Fund tries to keep a constant price per share
of $1.00, you may lose money by investing in the Fund.

56
<PAGE>

[ICON]

Performance Information ________________________________________________________

The bar chart shows changes in the performance of the Fund's Common Shares from
year to year.

[insert bar chart for calendar years 1994-1998]

Best Quarter Worst Quarter
x.xx% x.xx%
(date) (date)

This table compares the Fund's average annual total returns for the periods
ending December 31, 1998 to those of the IBC Total Tax-Free Average. An average
measures the share prices of a specific group of mutual funds with a particular
investment goal. You cannot invest directly in an average. The IBC Total Tax-
Free Average is a composite of mutual funds with investment goals similar to
the Fund's goal.

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
Tax-Exempt Money Market Fund x.xx% x.xx% x.xx% x.xx%*
IBC Total Tax-Free Average x.xx% x.xx% x.xx% x.xx%*
- --------------------------------------------------------------------
</TABLE>
*Fund inception (1/04/93). Average inception computed from (12/31/92).

To obtain the Fund's current yield, please call 1-800-443-4725.

Fees and Expenses ______________________________________________________________

ANNUAL FUND OPERATING EXPENSES

This table describes the Fund's expenses that you may pay indirectly if you
hold Fund shares. Unlike an index, every mutual fund has operating expenses to
pay for services, such as professional investment advisory, administration and
custody services. The Fund's expenses in the table below are shown as a
percentage of the Fund's net assets. The table shows the highest expenses that
could be currently charged to the Fund. Actual expenses are lower because the
Advisor and Administrator are voluntarily waiving a portion of their fees.
Actual Investment Advisory, Other Expenses and Total Operating Expenses are
, respectively. The Advisor and Administrator could discontinue these
voluntary waivers at any time. For more information about these fees, see
"Investment Advisors" and the Statement of Additional Information.

57
<PAGE>

More Information About Risk ____________________________________________________
This section gives you more information about the risks of investing in the
Funds. The Funds may invest in other securities, use other strategies and
engage in other investment practices than those described in this Prospectus.
These are discussed in detail in the Statement of Additional Information.

Type of Risk Funds Subject to Risk

Early Closing Risk--Unanticipated early All Funds
closings of markets or exchanges may
result in a Fund being unable to sell or
buy securities on that day. If an
exchange or market closes early on a day
when a Fund needs to execute a high
volume of securities trades late in a
trading day, a Fund might incur
substantial trading losses

Convertible Securities--Convertible Stock Funds Balanced
securities have characteristics of both Fund International Funds
fixed income and equity securities. The Bond Funds
value of the convertible security tends
to move with the market value of the
underlying stock, but may also be
affected by interest rates, credit
quality of the issuer and any call
provisions.

Fixed Income Risk--In addition to the Bond Funds International
general risks of investing in bonds and Fixed Income Fund
other fixed income securities, different
types of fixed income securities may be
subject to the following additional
risks:

Call Risk--During periods of falling
interest rates, debt obligations with
high interest rates may be prepaid (or
"called") by the issuer prior to
maturity. This may cause a Fund's
average weighted maturity to
fluctuate, and may require a Fund to
invest the resulting proceeds
elsewhere, at generally lower interest
rates.

Credit Risk--The possibility that an
issuer will be unable to make timely
payments of either principal or
interest.

Since the Fund purchases securities
backed by credit enhancements from
banks and other financial
institutions, changes in the credit
ratings of these institutions could
cause the Fund to lose money and may
affect the Fund's share price.

Event Risk--Securities may suffer
substantial declines in credit quality
and market value due to corporate or
governmental restructurings. While
this risk may be high for certain
securities held by a Fund, the overall
risk should be reduced because of the
Fund's multiple holdings.

58
<PAGE>

Type of Risk

Funds Subject to Risk

Hedging Risk--Hedging is a strategy Stock Funds Balanced
designed to offset investment risks. Fund International Funds
Hedging activities include, among other
things, the use of forwards, options and
futures. The Advisor may choose not to
hedge under certain market or economic
conditions.

There are risks associated with hedging
activities, including:

. The success of a hedging strategy
may depend on an abiliy to predict
movements in the prices of
individual securities, fluctuations
in markets, and movements in
interest and currency exchange
rates;

. There may be an imperfect or no
correlation between the changes in
market value of the securities held
by the Fund or the currencies in
which those securities are
denominated and the prices of
forward contracts, futures and
options on futures;

. There may not be a liquid secondary
market for a futures contract or
option;

. Trading restrictions or limitations
may be imposed by an exchange, and
government regulations may restrict
trading in currencies, futures
contracts and options. Currently,
only a limited market, if any,
exists for hedging transactions
relating to currencies in certain
markets, including Latin American,
Asian and emerging markets
generally. This may limit a Fund's
ability to effectively hedge its
investments in those markets.

Futures--The Funds may use futures Stock Funds Balanced
contracts and related options for bona Fund International Funds
fide hedging purposes to offset
changes in the value of securities
held or expected to be acquired. They
may also be used to gain exposure to a
particular market or instrument, to
create a synthetic money market
position, and for certain other tax-
related purposes. Futures contracts
and options on futures contracts
provide for the future sale by one
party and purchase by another party of
a specified amount of a specific
security at a specified future time
and at a specified price. An option on
a futures contract gives the purchaser
the right, in exchange for a premium,
to assume a position in a futures
contract at a specified exercise price
during the term of the option. Index
futures are futures contracts for
various indices that are traded on
registered securities exchanges.

59
<PAGE>

Type of Risk Funds Subject to Risk

Options--The buyer of an option Stock Funds Balanced
acquires the right to buy (a call Fund International Funds
option) or sell (a put option) a
certain quantity of a security (the
underlying security) or instrument at
a certain price up to a specified
point in time. The seller or writer
of an option is obligated to sell (a
call option) or buy (a put option)
the underlying security. When writing
(selling) call options on securities,
the Funds may cover its positions by
owning the underlying security on
which the option is written or by
owning a call option on the
underlying security. Alternatively,
the Funds may cover its position by
maintaining in a segregated account
cash or liquid securities equal in
value to the exercise price of the
call option written by the Funds.

Because option premiums paid or
received by the Funds are small in
relation to the market value of the
investments underlying the options,
buying and selling put and call
options can be more speculative than
investing directly in securities. The
aggregate value of option positions
may not exceed 10% of a Fund's net
assets at the time the Fund enters
into an option contract.

Year 2000 Risk--The Funds depend on the All Funds
smooth functioning of computer systems in
almost every aspect of their business.
Like other mutual funds, businesses and
individuals around the world, the Funds
could be adversely affected if the
computer systems used by its service
providers do not properly process dates
on and after January 1, 2000, and
distinguish between the year 2000 and the
year 1900. The Funds have asked their
service providers whether they expect to
have their computer systems adjusted for
the year 2000 transition, and is seeking
assurances from its service providers
that they are devoting significant
resources to prevent material adverse
consequences to the Funds. While it is
likely that such assurances will be
obtained, the Funds and their
shareholders may experience losses if
these assurances prove to be incorrect or
as a result of year 2000 computer
difficulties experienced by U.S. and
foreign issuers of portfolio securities
or third parties, such as custodians,
banks, broker-dealers or others with
which the Funds do business. Furthermore,
many foreign countries are not as
prepared as the U.S. for the year 2000
transition. As a result, computer
difficulties in foreign markets and with
foreign institutions as a result of the
Year 2000 may add to the possibility of
losses of the Funds and shareholders.

60
<PAGE>

Type of Risk

Funds Subject to Risk

Temporary Defensive Investing--The All Funds
investments and strategies described
throughout the prospectus are those the
Advisor use under normal market
conditions. When the Advisor determines
that market conditions warrant, each Fund
may invest up to 100% of its assets in
money market instruments, hold U.S.
dollars and foreign currencies, including
multinational currency units (such as the
euro) or shorten its average weighted
maturity. This may occur, for example, if
securities markets or issuers experience
difficulties with the year 2000
transition. When a Fund is investment for
temporary, defensive purposes, it is not
pursuing its investment goal.

61
<PAGE>

.......................

How Do I
Obtain an
Application?

Account Applica-
tion forms can be
obtained by call-
ing 1-800-443-
4725.

.......................

How to Purchase, Exchange and Sell Your Shares _________________________________

Purchasing Common Shares
How To Purchase
Common Shares You may purchase Common Shares
of the Funds by mail,
telephone or wire directly
from us. You also may purchase
Common Shares through a
variety of channels, including
wrap programs, retirement
plans, discount brokerage
programs, and through various
brokerage firms and financial
institutions that are
authorized to sell Common
Shares (intermediaries).
Common Shares are offered continuously and without a sales
charge. (See Doing Business Through An Intermediary)

To buy shares directly from us, please call 1-800-443-
4725 to obtain an Account Application. You should make your
check or money order payable in U.S. dollars to ABN AMRO
Funds and include the name of the appropriate Fund(s) on
your check. We cannot accept third party checks, credit
cards, credit card checks or cash. Please note that if you
purchase shares with a check and then sell those shares
within a short period of time, we may delay payment to you
until your check clears (which may take up to 15 Business
Days). If your check does not clear, your purchase will be
canceled and you could be liable for any costs incurred.

By Mail You can mail your Account Application and check or money
order to:
ABN AMRO Funds
P.O. Box 60549
King of Prussia, Pennsylvania 19406-0549

By Telephone If we have already received your Account Application, you
may purchase shares over the telephone by calling us at 1-
800-433-4725. We will complete your purchase order when we
receive your payment.

By Wire Before you wire funds, you must call us at 1-800-443-4725 to
obtain an Account Application. After you have sent us your
account application and established an account, you may
purchase shares by wire as long as you:
. first, call us at 1-800-443-4725
. second, include your name, account number, taxpayer
identification number or Social Security number,
address and the Fund(s) you wish to purchase in the
wire instructions
. and third, wire Federal Funds to:
BSDT of Boston Massachusetts
ABA#01-10-01234
Account Number 14272
Further credit: [Fund Name]

62
<PAGE>

You can make additional investments by wire at any time
using the above procedures.

Fund shares cannot be purchased by wire on Federal
holidays that restrict wire transfers.

You may purchase a Fund's shares on any business day,
excluding major holidays (these holidays are listed in the
Statement of Additional Information). The price per share
(the offering price) will be the net asset value (NAV) per
share next determined after we receive your purchase order
and payment. We calculate each Fund's NAV once each Business
Day. For the Non-Money Market Funds, we calculate NAV as of
the close of regular trading on the NYSE (normally, 4:00
p.m., Eastern time). So, for these Funds, to receive the
current Business Day's NAV, generally we must receive your
purchase order from your financial institution before 4:00
p.m., Eastern time.

For the Money Market Funds, we must receive your purchase
order and payment before 1:00 p.m., Eastern time for you to
receive the current Business Day's NAV and that day's
dividend. You may not purchase shares of a Money Market Fund
by Federal Reserve wire on days the Federal Reserve is
closed.

If we receive your order and payment after the above cut-
off times, your purchase order will be effective the next
Business Day and your purchase price per share will be the
NAV calculated on the next Business Day.

In calculating NAV for the Non-Money Market Funds, we
generally value a Fund's portfolio at market price. In
calculating NAV for the Money Market Funds, we generally
value a Fund's portfolio using the amortized cost valuation
method, which is described in detail in the Statement of
Additional Information. If market prices are unavailable, or
we think that the market prices or the amortized cost
valuation method are unreliable, fair value prices may be
determined in good faith using methods approved by the Board
of Trustees. Some Funds hold portfolio securities that trade
on foreign exchanges. These securities may trade on weekends
or other days when the Funds do not calculate NAV. As a
result, the NAV of a Fund's shares may change on days when
you cannot purchase or sell Fund shares. Although we cannot
assure this, we expect the NAV for the Money Market Funds to
remain constant at $1.00 per share.

Buy, Exchange and Sell Requests are in "Good Order" when:
. The account number and Fund name are shown
. The amount of the transaction is specified in dollars
or shares
. Signatures of all owners appear exactly as they are
registered on the account
. Any required signature guarantees (if applicable) are
included
. Other supporting legal documents (as necessary) are
present

To purchase Common Shares of any Fund for the first time,
you must invest at least $2,000 in any Fund. To purchase
additional shares of any Fund, you must invest at least
$100. However, we may waive the investment minimums at any
time at our discretion.

63
<PAGE>

.......................
How Does
an
Exchange
Take
Place?

When you exchange
your shares, you
authorize the
sale of you
shares in one
Fund to purchase
shares of another
Fund. In other
words, you are
requesting a sale
and then a pur-
chase. This sale
of your shares
may be a taxable
event for you.
.......................

What is a
Signature
Guarantee?

A signature guar-
antee verifies
the authenticity
of your signature
and may be ob-
tained from
banks,
brokerdealers,
certain credit
unions, clearing
agencies or sav-
ings associa-
tions. A notary
public cannot
provide a signa-
ture guarantee.

.......................

If you have arranged to purchase shares through the
Automatic Investment Plan (see below), then you must invest
at least $50.

Automatic You may purchase Common Shares by direct deposit or
Investment Plan Automated Clearing House transactions.

With the Automatic Investment Plan (AIP), you may
purchase additional shares automatically through regular
deductions from your checking account. After you have
established an account with us, you may begin regularly
scheduled investments of at least $50 per month. Please
contact your us at 1-800-443-4725 to obtain an AIP
Application Form.

Exchanging Common You may exchange Common Shares of any Fund for Common Shares
Shares How To of any other Fund on any Business Day. You can request an
Exchange Your exchange by mail, or by telephone if you elected the telephone
Shares exchange option on your Account Application. You will receive
the current Business Days NAV if we recieve your exchange
request in good order prior to the time NAV is calculated for
the Non-Money Market Funds and by 1:00 p.m., Eastern time for
the Money Market Funds. If your request is for more than
$5,000, we may require a written exchange request with a
signature guarantee from an eligible guarantor (a notarized
signature is not sufficient) We may change or cancel the
exchange privilege at any time upon 60 days' notice.

Selling Common You may sell (redeem) your shares on any Business Day by
Shares How To mail or telephone. If your redemption request is for more
Sell Your Shares than $5,000, or if you are requesting that the proceeds
from your redemption be sent to an address or an account that
is different from what we have on our records, then we may
require a written redemption request with a signature
guarantee from an eligible guarantor (a notarized signature is
not sufficient).

You will receive the current Business Day's NAV if we
receive your redemptions request in good order prior to the
time NAV is calculated for the Non-Money Market Funds and by
1:00 p.m., Eastern time for the Money Market Funds.

64
<PAGE>

Receiving Your Normally, we will send your redemption proceeds within seven
Money Business Days after we receive your request. Your proceeds
can be mailed to you or mailed or wired to your bank
account. To request a wire transfer, please contact your
bank or financial intermediary. You will be charged a $10.00
fee for each wire transfer. If you recently purchased your
shares by check or through an AIP, then your proceeds may
not be available until your check has cleared (which may
take up to 15 days).

We intend to pay your redemption proceeds in cash.
However, under unusual conditions that make the payment of
cash unwise (and for the protection of the remaining
shareholders of the Fund), we may pay all or part of your
redemption proceeds in Portfolio securities that have a
market value equal to the redemption price. Although it is
highly unlikely that your shares would ever actually be
redeemed in kind, if it did happen, you would probably have
to pay brokerage costs to sell the securities distributed to
you, as well as taxes on any gain from the sale.

Systematic Under the Systematic Withdrawal Plan (SWP), you may arrange
Withdrawal monthly, quarterly, semi-annual, or annual automatic
Plans withdrawals of $50 or more from any Fund. The proceeds can
be mailed to you or wired to your bank account. You may use
the SWP if you automatically reinvest your dividends (see
Dividends and Distributions below) and your account has a
current value of $5,000 or more.

Involuntary If your account balance drops below $2,000 (the required
Redemptions minimum initial purchase amount) due to redemptions,
including redemptions through the SWP, you may be required
to redeem your remaining shares. You will always be given at
least 60 days' written notice to give you time to add to
your account and avoid involuntary redemption.

More Information About
Share Transactions

Checkwriting You may elect the Money Market Funds' checkwriting services
Service for which allow you to write checks in amounts of $100 or more.
Money Market You may not, however, use a check to close your account. You
Fund Investors may not write checks against Common Shares of the Money
Market Funds in your account which you purchased within the
last 15 days, except for shares you purchased by wire (which
are immediately available).

Telephone Telephone transactions are extremely convenient, but not
Transactions without risk. To try to keep your telephone transactions as
safe, secure, and risk-free as possible, we have developed
certain safeguards and procedures for determining the
identity of callers and authenticity of instructions. We will
not be responsible for any loss, liability, cost, or expense
for following telephone or wire instructions we reasonably
believe to be genuine. If you choose to make telephone
transactions, you will generally bear the risk of any loss.
You may not close your account by telephone.

Doing Business Common shares are sold without a sales charge, 12b-1 fee or
Through an shareholder servicing fee. However, intermediaries may
Intermediary charge fees for services provided in connection with buying,

65
<PAGE>

..........................

Distributions

The Funds dis-
tribute income
dividends and
capital gains.
Income dividends
represent the
earnings from a
Fund's invest-
ments; capital
gains occur when
a Fund sells a
portfolio secu-
rity for more
than the origi-
nal purchase
price.

..........................

selling or exchanging Fund shares on your behalf. Each
intermediary may impose its own rules about share
transactions, including earlier deadlines for purchase, sale
and exchange requests.

If you own shares that are registered in your
intermediary's name, and you want to transfer the
registration to another intermediary or want the shares
registered in your name, then you should contact your
intermediary for instructions to make this change.

Right to The Funds are intended to be long-term investment vehicles
Reject Orders and are not designed to provide you with a means of
speculating on short-term market movements or engaging in
short-term trading. Excessive trading in Fund shares may
interfere with portfolio management, raise operating expenses
or otherwise have an adverse effect on Fund shareholders. In
order to limit excessive trading and in other circumstances
where we believe doing so would be in the best interest of a
Fund, each Fund reserves the right to revise or terminate the
exchange privilege, limit the amount or number of exchanges,
reject any specific purchase or exchange request and suspend
the offering of shares for a period of time. You will be
notified in the event this happens, as required by law.

Dividends and Distributions ____________________________________________________

The Funds distribute their net investment income as follows:

---------------------------------------------------------------
Stock Funds Declared and distributed monthly
Balanced Fund
Bond Funds

International Funds Declared and distributed at least annually

Money Market Funds Declared daily and distributed monthly
---------------------------------------------------------------

The Funds distribute capital gains, if any, at least annually.
If you own Fund shares on a Fund's record date, you will be
entitled to receive the distribution. If a Fund does not have
income or capital gains available to distribute, as determined
under tax laws, you will not receive a distribution.

You will receive dividends and distributions in the form of
additional shares unless you have elected to receive payment in
cash. To elect cash payment, you must notify us in writing
prior to the date of distribution. Your election will become
effective for dividends paid after we receive your written
notice. To cancel your election, simply send us written notice.
66
<PAGE>

..........................

Taxes

Distributions
you receive from
a Fund may be
taxable whether
or not you rein-
vest them.

..........................

Investment
Advisor

A Fund's invest-
ment advisor
manages invest-
ment activities
and is responsi-
ble for the per-
formance of the
Fund. The Advi-
sors conduct re-
search, execute
Fund strategies
based on an as-
sessment of eco-
nomic and market
conditions, and
determine which
portfolio secu-
rities to buy,
hold or sell.

......................

Tax Information ________________________________________________________________

The following is a summary of some important tax issues that
affect the Funds and their shareholders. The summary is based
on current tax laws, which may be changed by legislative,
judicial or administrative action. We have not tried to
present a detailed explanation of the tax treatment of the
Funds or their shareholders. More information about taxes is
in our Statement of Additional Information. We urge you to
consult your tax advisor regarding specific questions about
federal, state and local income taxes.

Tax Status of Each Fund will distribute substantially all of its income and
Distributions capital gains, if any. The income dividends you receive from
the Funds will be taxed as ordinary income whether you receive
the dividends in cash or in additional shares.

The dividends and distributions you receive may be subject
to federal, state and local taxation, depending on your tax
situation. You may be taxed on each sale of Fund shares.

The Tax-Exempt Fixed Income and Tax-Exempt Money Market
Funds intend to distribute federally tax-exempt income. Each
Fund may invest a portion of its assets in securities that
generate taxable income for federal or state income taxes.
Income exempt from federal tax may be subject to state and
local taxes. Any capital gains distributed by these Funds may
be taxable.

More information about taxes is in the Statement of
Additional Information.

Investment The Advisor makes investment decisions for the Funds and
Advisors reviews, supervises, and administers each Fund's investment
program. The Trustees of the Trust supervise the Advisor and
establish policies that the Advisor must follow in their
day-to-day management activities.

ABN AMRO Asset Management (USA) Inc. (the Advisor), 208
South LaSalle Street, Chicago, IL 60604, was organized in March
1991 under the laws of the State of Delaware. The Advisor
manages assets for individuals, corporations, unions,
governments, insurance companies, and charitable organizations.
As of December 31, 1998, the Advisor managed approximately $
billion in assets.

For the fiscal year ended December 31, 1998, the Funds
paid the following in advisory fees:

67
<PAGE>

As of December 31, 1998, the TransEurope and Limited
Volatility Fixed Income Funds had not yet commenced
operations. The Advisor is entitled to receive .80% from the
Small Cap Value Fund, which, as of December 31, 1998, had
not been in operation for a full fiscal year.

The Advisor may voluntarily waive a portion of its fees
in order to limit the total operating expenses of the Funds.
The Advisor reserves the right to terminate its voluntary
fee waivers at any time. The Advisor may use its affiliates
as brokers for the Funds' portfolio transactions. The
affiliates may receive compensation from the Funds for their
brokerage services.

The Advisor is a direct, wholly-owned subsidiary of ABN
AMRO Bank, N.V. As of April 1, 1999 affiliates of the
Advisor owned of record or beneficially, substantially all
of the Common Shares of the [ ] Funds. As a result,
these affiliates may be deemed to "control" these Funds
within the meaning of the Investment Company Act of 1940.
The Advisor may, from time to time and at its own expense,
provide promotional incentives, in the form of cash or other
compensation, to certain financial institutions whose
representatives have sold or are expected to sell
significant amounts of the Funds' shares. Some of these
financial institutions may be affiliated with the Advisor.

Jac A. Cerney, Senior Vice President of the Advisor, has
served as portfolio manager for the Value Fund and the
equity portion of the Balanced Fund since their inception.
Mr. Cerney has been associated with the Advisor and its
predecessor since April, 1990 as a portfolio manager.

A. Keith Dibble, Senior Vice President of the Advisor,
has served as portfolio manager for the Growth Fund since
its inception. Mr. Dibble has been associated with the
Advisor and its predecessor since 1987 as a portfolio
manager. Mr. Dibble received two B.S. degrees in Engineering
from Washington State University and an M.B.A. in Finance
from Northwestern University. Mr. Dibble is a member of the
Institute of Chartered Financial Analysts, a past president
of the Milwaukee Investment Analysts Society and a member of
various other professional organizations.

Nancy Holland, Senior Vice President of the Advisor, has
served as portfolio manager of the Real Estate Fund since
its inception. Ms. Holland has been associated with the
Advisor since January, 1997 as a portfolio manager. Prior to
joining the Advisor, Ms. Holland served as a real estate
analyst with Edward Jones from January, 1995 to December,
1996, and served as a senior financial analyst and
development accounting manager with CenterMark Properties
from November, 1988 to January, 1995. Ms. Holland graduated
from Saint Louis University with a B.S. in Accounting.

Mary E. Ras, Vice President of the Advisor, has served as
co-manager of the Small Cap Growth Fund since September,
1998. She is also a member of the Equity Committee and is
responsible for equity research and equity trading. Ms. Ras
has been associated with the Advisor and its predecessor
since 1983. Prior to joining the Asset Management Group, Ms.
Ras worked in debt finance and tax-advantaged investments.
Ms. Ras holds an M.B.A. degree from the University of
Chicago and a B.S. degree from Northeastern Illinois
University.

68
<PAGE>

Kenneth A. Tyszko, CFA, CPA, Vice President of the
Advisor, has served as co-manager of the Small Cap Growth
Fund since September, 1998. Mr. Tyszko has been associated
with the Advisor or its affiliates since 1996. Previously,
he managed a $250 million portfolio of publicly traded small
and mid-size capitalization growth stocks for Sears
Investment Management Co., which he joined in 1984. Mr.
Tyszko earned his B.A. in Accounting from the University of
Illinois. Mr. Tyszko is a member of the Illinois CPA
Society, the Investment Analysts Society of Chicago, and the
Association for Investment Management and Research.
Kurt S. Moeller, Vice President of the Advisor, has
served as co-manager of the Small Cap Value Fund since March
1, 1999. Mr. Moeller began his investment career in 1995 as
a research assistant for the Indiana University Foundation.
Mr. Moeller was a fundamental equity analyst at Grantham,
Mayo, Van Otterloo & Co., LLC, a Boston money management
firm, from 1996 through 1998. Mr. Moeller earned a B.A. in
Economics and History from Rice University in 1991 and an
M.B.A. in Finance from Indiana University in 1996.
Edwin M. Bruere, Senior Vice President of the Advisor has
served as lead portfolio manager of the Small Cap Value Fund
since June 30, 1998 and co-manager of the Value Fund since
. Prior to joining the Advisor in 1988, Mr. Bruere
spent two years as Managing Director of an investment
management firm. Previous to this, he spent six years at
Continental Bank (Bank of America) as a Senior Director. He
spent his last two years in London working in the Merchant
Bank on securities origination and distribution. Mr. Bruere
graduated from Iowa State University with a B.S. in business
and received his M.B.A. from Indiana University. He is a
member of the Association for Investment Management and
Research and the Investment Analysts Society of Chicago. He
is a Director of the Indiana University Reese Foundation.
Richard Butler, Senior Vice President of the Advisor and
co-manager of the Growth Fund since . Mr. Butler is
also responsible for equity research. Mr. Butler joined the
Advisor's predecessor firm in 1983 and is the Advisor's
senior equity trader. Mr. Butler graduated from Williams
College with a B.A. in International Relations and received
his M.B.A. from the University of Chicago.
Mark W. Karstrom, Senior Vice President of the Advisor,
has served as portfolio manager for the Limited Volatility
Fixed Income Fund since September, 1996 and served as
portfolio manager for the Intermediate Government Fixed
Income Fund from September, 1996 to January, 1999. Mr.
Karstrom joined the Advisor in August, 1996 as a portfolio
manager. He served as Vice President, Portfolio Manager with
Norwest Investment Management and Trust and a predecessor
firm from May, 1985 to July, 1996 where he managed
portfolios comprised of government, corporate, and mortgage-
backed securities. Mr. Karstrom received his B.A. in
Economics from the University of Denver.
Gregory D. Boal, Senior Vice President of the Advisor,
has served as co-manager of the Tax-Exempt Fixed Income Fund
since July, 1997 and as portfolio manager of the fixed

69
<PAGE>

income portion of the Balanced Fund from April, 1997 to
January, 1999. Mr. Boal joined the Advisor in March, 1997 as
a portfolio manager. He served as Manager, Fixed Income
Division of First Citizens Bank Capital Management, a
division of First Citizens Bank, Raleigh, N.C. from
November, 1989 to March, 1997. Prior to that, Mr. Boal was
the senior investment officer at Wyoming National Bank and
Trust in Casper, Wyoming. Mr. Boal graduated from the
University of Wyoming in 1981 with a Bachelor of Science
degree in Broadcasting. He received a Master of Science
degree in Finance from the same institution in 1985. Mr.
Boal is a member of the Association of Investment Management
and Research and the Investment Analyst Society of Chicago.
Todd J. Youngberg, Senior Vice President of the Advisor,
has served as portfolio manager of the Balanced Fund since
November, 1998, and as portfolio manager of the Fixed Income
Fund from November 1998 to January 1999. Mr. Youngberg
joined the Advisor in November, 1998 as a portfolio manager.
Prior to joining ABN AMRO Asset Management (USA) Inc., Mr.
Youngberg served as Vice President and Portfolio Manager for
Amerus Life Holdings Inc. in Des Moines, Iowa from 1992 to
November, 1998. He was responsible for managing very large,
performance oriented, high yield portfolios. Prior to Amerus
Life, Mr. Youngberg worked as a securities analyst for
Central Life Assurance/American Mutual Life Insurance
Company. Mr. Youngberg received a B.A. in Economics from
Central College in Pella, Iowa and his M.B.A. in Finance
from Drake University. He is a member of the Association of
Investment Management and Research.
Messrs. Karstrom, Boal and Youngberg, members of the
Fixed Income Portfolio Management Team, have been jointly
and primarily responsible for the day-to-day management of
the Fixed Income Fund, Intermediate Government Fixed Income
Fund and the fixed income portion of the Balanced Fund since
January, 1999.
Phillip P. Mierzwa, Vice President of the Advisor, has
served as co-manager of the Tax-Exempt Fixed Income Fund and
Tax-Exempt Money Market Fund since April, 1997. He has been
associated with the Advisor or its affiliates since
February, 1990 as a portfolio manager and a trader. Mr.
Mierzwa has a B.A. degree in Finance from Governors State
University.
Karen Van Cleave, Senior Vice President of the Advisor,
has served as co-manager of the Tax-Exempt Money Market Fund
and portfolio manage of the Money Market Fund, Treasury
Money Market Fund and Government Money Market Fund since
January, 1994. Ms. Van Cleave joined the Advisor in January,
1994 as a portfolio manager. Prior to 1994, Ms. Van Cleave
was a Vice President/Portfolio Manager at Chemical
Investment Group, Ltd. for three years. Prior to that, she
worked at Shearson Lehman Hutton (and its predecessors) for
seven years in their money market fund complex. Ms. Van
Cleave earned her B.S. in Business Administration from
Boston University.
Wypke Postma, Vice President of the Advisor, has served
as portfolio manager for the International Equity Fund since
March, 1997. Mr. Postma started his banking career as an
analyst at former ABN Bank's Investment Research Department.
Later, he became a

70
<PAGE>

strategist. From 1976 to 1984, he worked in the Equity and
Loan Department of a leading Dutch insurance company, where
he was appointed head of the department in 1982. In 1984, he
joined former ABN Bank's Asset Management Department and was
appointed Vice President in the same year. In 1993, he
became Head of the Global Equity Group being responsible for
the Global Equity, European Equity, Dutch Equity and
Business research. Mr. Postma holds a masters degree in
Economics.
Alex Ng has served as portfolio manager for the Asian
Tigers Fund since July, 1995. Mr. Ng has been associated
with the Advisor and/or its parent since 1998 as a portfolio
manager. Mr. Ng also serves as the Far East Director of
Asset Management for a Hong Kong-based affiliate of the
Advisor. Mr. Ng joined the bank's Investment Banking
Representative Office in Singapore in January 1998 before
being transferred to the Securities subsidiary in Hong Kong.
Before joining the bank, Mr. Ng worked as a financial
analyst in Malaysia. Mr. Ng holds a degree in Economics from
the University of California in Los Angeles.
Felix Lanters, portfolio manager for the TransEurope
Fund, has been associated with the Advisor and/or its parent
since 1987 as a portfolio manager.
Wouter Weijand has served as portfolio manager of the
International Fixed Income Fund since september, 1997. Mr.
Weijand has worked in various investment management
positions with ABN AMRO and/or its affiliates since 1984.
Luiz M. Ribeiro, Jr. has served as the portfolio manager
of the Latin America Equity Fund since November, 1997. Mr.
Ribeiro has worked in various investment management
positions with ABN AMRO and/or its affiliates since 1994.
From March, 1990 to June, 1993, he served with the trading
desk of Dibran DTVM Ltd.

71
<PAGE>

^
Financial The tables that follow present performance information about
Highlights Common Shares of each Fund. This information is intended to
help you understand each Fund's financial performance for
the past five years, or, if shorter, the period of the
Fund's operations. Some of this information reflects
financial information for a single Fund share. The total
returns in the table represent the rate that you would have
earned (or lost) on an investment in a Fund, assuming you
reinvested all of your dividends and distributions.
This information has been audited by [ ], independent
public accountants. their report, along with each Fund's
financial statements, appears in the annual report that
accompanies our Statement of Additional Information. You can
obtain our annual report, which contains more performance
information, at no charge by calling 1-800-443-4725.

INSERT FINANCIAL HIGHLIGHTS TABLES HERE

72
<PAGE>

More information about the Funds is available without charge through the
following:

Statement of More detailed information about the Funds is in the
Additional Statement of Additional Information. The Statement of
Information Additional Information has been filed with the SEC and is
incorporated by reference into this Prospectus. This means
that the Statement of Additional Information, for legal
purposes, is a part of this Prospectus

Annual and These reports list the Fund's holdings and contain
Semi-Annual information from the Fund's portfolio managers about the
Reports Fund strategies and recent market conditions and trends.

To Obtain More Information:
By Telephone: Call 1-800-443-4725

By Mail: Write to the Funds c/o
ABN AMRO
P.O. Box 9765
Providence, Rhode Island 02940-5047

By E-Mail: [ ]

On the World Wide Web:
www.abnamrofunds-usa.com

From the SEC: You can also obtain the statement of Additional Information,
annual and semi-annual reports and other information about
Funds from the SEC's website (http://www.sec.gov). You may
review and copy documents at the SEC Public Reference Room
in Washington, D.C. (for information, call 1-800-SEC-0330).
You may request documents by mail from the SEC, upon payment
of a duplicating fee by writing to: Securities and Exchange
Commission, Public Reference Room, Washington, D.C. 20549-
6009. The ABN AMRO Fund's Investment Company Act
registration number is 811-07244.

No one has been authorized to give any information or to make any
representations not contained in the Prospectus or SAI in connection with the
offering of Fund Shares. Do not rely on any such information or representations
as having been authorized by the Funds or First Data Distributors, Inc. This
Prospectus does not constitute an offering by the Funds in any jurisdiction
where such an offering is not lawful.
<PAGE>

ABN AMRO FUNDS(US)(R)
Prospectus--Investor Shares
April 30, 1999
- -------------------------------------------------

Stock Funds Bond Funds

Money Market Funds
Balanced Fund

.Treasury Money Market Fund(US)
.Balanced Fund(US) .Government Money Market Fund(US)
.Money Market Fund(US)

International Funds .Tax-Exempt Money Market Fund(US)

.International Equity Fund(US)
.TransEurope Fund(US)
.Asian Tigers Fund(US)
.Latin America Equity Fund(US)
.International Fixed Income Fund(US)

- --------------------------------------------------------------------------------

Investor Shares are offered to individuals and institutional investors through
intermediaries, such as banks, broker-dealers and other financial institutions.

.....................

What are Fund
Objectives and
Strategies?

Each Fund's ob-
jective is a
statement of what
it seeks to
achieve. It is
important to make
sure that the ob-
jective matches
your own finan-
cial needs and
circumstances.
The Fund Strategy
section describes
how each Fund at-
tempts to meet
its objective.
.....................
................................................................................
................................................................................

Goals of the Each Fund has its own
ABN AMRO Funds objectives with respect to
income, growth, value and
total return, as well as its
own investment strategy.

Management ABN AMRO Asset Management (USA) Inc. is the Advisor to the
Profile Funds.

Information/Service
Contacts
For more information, call us at 1-800-443-4725 or contact
your intermediary.

About the Fund ABN AMRO Funds(US) is an open-end management investment
company, commonly known as a mutual fund. The Funds provide
a convenient and economical way for you to invest in a
number of professionally managed portfolios of securities.
This Prospectus offers Investor Shares of the Value Fund,
Growth Fund, Small Cap Growth Fund, Small Cap Value Fund,
Real Estate Fund, Balanced Fund, International Equity Fund,
TransEurope Fund, Asian Tigers Fund, Latin America Equity
Fund, International Fixed Income Fund, Fixed Income Fund,
Intermediate Government Fixed Income Fund, Tax-Exempt Fixed
Income Fund, Limited Volatility Fixed Income Fund, Treasury
Money Market Fund, Government Money Market Fund, Money
Market Fund, and Tax-Exempt Money Market Fund.

2
<PAGE>

Contents

If you would like more detailed If you would like more information about
information about each Fund, the following topics, please see:
please see:

ABN AMRO is a services mark of ABN AMRO Holding, N.V., an indirect parent of
ABN AMRO Asset Management (USA) Inc., the investment advisor to the ABN AMRO
Funds. ABN AMRO Funds are distributed by First Data Distributors, Inc., which
is not a bank affiliate.

3
<PAGE>

Investing in Mutual Funds ______________________________________________________

Like other investments, you could lose money on your investment in a Fund. Your
investment in a Fund is not a bank deposit. It is not insured or guaranteed by
the FDIC or any government agency.

Each Money Market Fund tries to maintain a constant price per share of $1.00,
but we cannot guarantee this.

4
<PAGE>

THE STOCK FUNDS ________________________________________________________________

Each Stock Fund is subject to additional risks, which are described on the
following pages and in the Statement of Additional Information.

5
<PAGE>

VALUE FUND (US)

________________________________________________________________________________

[ICON]

Investment Goal High level of total return through capital appreciation and
current income

[ICON]

Principal Risk The Fund's large-cap, value-style securities are cyclical.
of Investing in So, in addition to the general risks of investing in any
this Fund Stock Fund, this Fund's large-cap, value-style securities
may underperform mid-cap, small-cap or growth-style
securities, or the equity markets as a whole when they are
out-of-favor or when they remain undervalued.

6
<PAGE>

[ICON]

Performance Information ________________________________________________________

The bar chart shows changes in the performance of the Fund's Investor Shares
from year to year.

[insert bar chart for calendar years 1994-1998]

<TABLE>
<CAPTION>
Best Quarter Worst Quarter
<S> <C>
x.xx% x.xx%
(date) (date)
</TABLE>

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
Value Fund x.xx% x.xx% x.xx% x.xx%*
S&P 500 Index x.xx% x.xx% x.xx% x.xx%*
</TABLE>

* Fund inception (3/26/93). Index inception computed from (3/30/93).

[ICON]

Fees and Expenses ______________________________________________________________

ANNUAL FUND OPERATING EXPENSES

EXAMPLE
<TABLE>
- -------------------------------------------------------------------------------
<CAPTION>
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
<S> <C> <C> <C> <C>
This example is intended to help you compare
the cost of investing in the Fund with the
cost of investing in other mutual funds. The
example assumes that you invest $10,000 in the
Fund for the time periods indicated and that
you sell your shares at the end of each
period. The example also assumes that each
year your investment has a 5% return and Fund
expenses remain the same. Although your actual
costs and returns might be different, your
approximate costs of investing $10,000 in the
Fund would be: $xx $xx $xx $xx
- -------------------------------------------------------------------------------
</TABLE>

7
<PAGE>

GROWTH FUND(US)

________________________________________________________________________________

[ICON]

Investment Goal High level of total return primarily through capital
appreciation

[ICON]

Principal The Growth Fund primarily invests in common stocks and other
Investment equity securities of U.S. companies. The Fund focuses on
Strategies companies that, in the Advisor's opinion, have strong
prospects for capital appreciation through earnings growth.
The Advisor chooses investments by focusing on companies
with stable earnings growth rates, and combining valuation
factors with momentum for a fundamental understanding of
each. These factors may include:
. valuation
. price appreciation
. earnings changes
. momentum
. earnings surprises
. accelerated earnings
. price strength over time
In addition, the Advisor focuses on companies that have a
competitive advantage in their industry or a market niche.
The Advisor uses a bottom-up approach (emphasis on
individual stocks and companies) to select investments and
diversifies the Fund's assets broadly across industry
sectors.

[ICON]

Principal Risk In addition to the general risks of investing in any Stock
of Investing in Fund, the Fund's growth-style securities may underperform
this Fund value-style securities or the equity markets as a whole when
they are out-of-favor or when they do not achieve
anticipated growth levels.

8
<PAGE>

Performance Information ________________________________________________________

The bar chart shows changes in the performance of the Fund's Investor Shares
from year to year.

[insert bar chart for calendar years 1994-1998]

Best Quarter Worst Quarter

x.xx% x.xx%
(date) (date)

* Fund inception (3/8/93). Index inception computed from (2/28/93).

Fees and Expenses ______________________________________________________________

ANNUAL FUND OPERATING EXPENSES

9
<PAGE>

EXAMPLE

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
- ------ ------- ------- --------
<S> <C> <C> <C>
$xx $xx $xx $xx
</TABLE>

10
<PAGE>

SMALL CAP GROWTH FUND(US) (formerly, the Small Cap Fund)

________________________________________________________________________________

[ICON]

Investment Goal High level of total return primarily through capital
appreciation

[ICON]

The Fund is subject to the risk that its small-cap, growth-
style securities may underperform mid-cap, large-cap or
value-style securities, or the equity markets as a whole
when they are out-of-favor or when they do not achieve
anticipated growth levels.

11
<PAGE>

Performance Information ________________________________________________________

The bar chart shows changes in the performance of the Fund's Investor Shares
from year to year.

[insert bar chart for calendar years 1994-1998]

Best Quarter Worst Quarter

x.xx% x.xx%
(date) (date)

* Fund inception (3/8/93). Index inception computed from (2/28/93).

Fees and Expenses ______________________________________________________________

ANNUAL FUND OPERATING EXPENSES

12
<PAGE>

EXAMPLE

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
<S> <C> <C> <C> <C>
This example is intended to help you compare
the cost of investing in the Fund with the
cost of investing in other mutual funds. The
example assumes that you invest $10,000 in
the Fund for the time periods indicated and
that you sell your shares at the end of each
period. The example also assumes that each
year your investment has a 5% return and
Fund expenses remain the same. Although your
actual costs and returns might be different,
your approximate costs of investing $10,000
in the Fund would be: $xx $xx $xx $xx
<CAPTION>
</TABLE>

13
<PAGE>

SMALL CAP VALUE (US)

________________________________________________________________________________

[ICON]

Investment Goal High level of total return primarily through capital
appreciation

[ICON]

The Fund's small-cap, value-style securities may
underperform mid-cap, large-cap or growth-style securities,
or the equity markets as a whole when they are out-of-favor
or when they remain undervalued.

14
<PAGE>

Fees and Expenses ______________________________________________________________

ANNUAL FUND OPERATING EXPENSES

This table describes the Fund's expenses that you may pay indirectly if you
hold Fund shares. Unlike an index, every mutual fund has operating expenses to
pay for services, such as professional investment advisory, administration and
custody services. The Fund's expenses in the table below are shown as a
percentage of the Fund's net assets. The table shows the highest expenses that
could be currently charged to the Fund. Actual expenses are lower because the
Administrator is voluntarily waiving a portion of its fees. Actual Other
Expenses, and Total Operating Expenses are , respectively. The
Administrator could discontinue this voluntary waiver at any time. For more
information about these fees, see the Statement of Additional Information.

<TABLE>
<S> <C>
Investment Advisory Fees
Distribution and Service (12b-1) Fees
Other Expenses*
- ------------------------------------------
Total Annual Fund Operating Expenses
- ------------------------------------------
</TABLE>
* Other Expenses are based on estimated amounts for the current fiscal year.

EXAMPLE

<TABLE>
<CAPTION>
1 Year 3 Years
- --------------------------------------------------------------- ------ -------
<S> <C> <C>
This example is intended to help you compare the cost of
investing in the Fund with the cost of investing in other
mutual funds. The example assumes that you invest $10,000 in
the Fund for the time periods indicated and that you sell your
shares at the end of each period. The example also assumes that
each year your investment has a 5% return and Fund expenses
remain the same. Although your actual costs and returns might
be different, your approximate costs of investing $10,000 in
the Fund would be: $xx $xx
</TABLE>

Prior Performance of a Managed Account _________________________________________

The performance information on the following pages relates to an account
managed by Mr. Edwin Bruere, who currently serves as lead portfolio manager of
the Fund. The account has an investment objective, policies and restrictions
substantially similar to that of the Fund. Mr. Bruere has also managed other
accounts with similar investment objectives, policies and restrictions as that
of the Fund; however, the performance information below reflects the account
with the longest performance history.

This account was not subject to certain investment limitations, requirements,
and other restrictions imposed by the Investment Company Act of 1940 Act and
the Internal Revenue Code. If these had been imposed, the account's performance
would have been adversely affected. Furthermore, the account belongs to an
affiliate of the Advisor and was funded with the affiliate's own money. As a
proprietary account, it did not incur any expenses, such as the advisory,
administrative, and other fees to which the Fund is subject. If the account had
incurred these expenses, its performance would have been lower.

15
<PAGE>

* The Russell 2000 Value Index shows total return assuming the reinvestment of
dividends but does not reflect the deduction of fees, expenses and taxes.
Source: Frank Russell Company. The Russell 2000 Value Index is comprised of
securities in the Russell 2000 Index with less than average growth
orientation. Companies in this index generally have low price-to-book and
price-earnings ratios.

16
<PAGE>

REAL ESTATE FUND(US)

________________________________________________________________________________

[ICON]

Investment Goal High level of total return, a combination of growth and
income

[ICON]

In selecting investments for the Fund, the Advisor analyzes
long-term trends in property types and geographic regions.
The Advisor attempts to identify long-term patterns in the
real estate industry through a combination top-down
(emphasis on markets and sectors) and bottom-up (emphasis on
individual stocks and companies) approach. The Advisor
focuses on companies where management has a stake in the
company's performance and strong balance sheets, and
monitors both internal growth prospects for each company and
growth from acquisitions or development.

[ICON]

Principal Risks In addition to the general risks of investing in a Stock
of Investing in Fund, the Fund is subject to the risk that the real estate
this Fund industry will underperform other industries, as well as the
risk that issuers in the real estate industry will be
impacted by market conditions, legislative or regulatory
changes, or competition. In addition, there are risks
associated with the direct ownership of real estate,
including the cyclical nature of real estate values,
overbuilding and increased competition, increases in
property taxes and operating expenses, and increases in
interest rates.

17
<PAGE>

Performance Information ________________________________________________________

The bar chart and the performance table below illustrate some of the risks and
past volatility of an investment in Common Shares of the Fund. Of course, the
Fund's past performance does not necessarily indicate how the Fund will perform
in the future.

The performance information reflects the performance of the Common Shares of
the Fund. Common Shares are not offered in this prospectus. The performance of
the Fund's Investor Shares would have substantially similar performance because
the shares are invested in the same portfolio securities. The performance of
the Common and Investor Shares would differ slightly, however, due to
differences in expenses.

The bar chart shows changes in the Fund's performance from year to year.

[insert bar chart for calendar year 1998 from Common prospectus]

Best Quarter Worst Quarter

x.xx% x.xx%
(date) (date)

<TABLE>
<CAPTION>
1 Year Since Inception
------ ---------------
<S> <C> <C>
Real Estate Fund xx.xx% xx.xx%*
NAREIT Equity Index xx.xx% xx.xx%*
</TABLE>

* Fund inception (12/31/97). Index inception computed from (12/31/97).

Fees and Expenses ______________________________________________________________

ANNUAL FUND OPERATING EXPENSES

This table describes the Fund's expenses that you may pay indirectly if you
hold Fund shares. Unlike an index, every mutual fund has operating expenses to
pay for services, such as professional investment advisory, administration and
custody services. The Fund's expenses in the table below are shown as a
percentage of the Fund's net assets. The table shows the highest expenses that
could be currently charged to the Fund. Actual expenses are lower because the
Advisor and Administrator are voluntarily waiving a portion of their fees.
Actual Investment Advisory, Other Expenses and Total Operating Expenses are
, respectively. The Advisor and Administrator could discontinue these
voluntary waivers at any time. For more information about these fees, see
"Investment Advisor" and the Statement of Additional Information.

18
<PAGE>

EXAMPLE

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
- ------ ------- ------- --------
<S> <C> <C> <C>
$xx $xx $xx $xx
</TABLE>

19
<PAGE>

BALANCED FUND(US)

________________________________________________________________________________

[ICON]

Investment Goal Favorable total rate of return through current income and
capital appreciation consistent with preservation of capital

[ICON]

There are no restrictions on the average maturity of the
Fund's fixed income securities Maturities may vary widely
depending on the Advisor's assessment of interest rate
trends and other economic and market factors. or the
maturity of any single fixed income investment. Although the
Advisor focuses on high-quality bonds with intermediate
maturities, maturities may vary widely depending on the
Advisor's assessment of interest rate trends and other
economic and market factors.

[ICON]

Principal Risks The Fund is subject to the risk that its allocation of
of Investing in assets between stocks and fixed income securities may
this Fund underperform other allocations.

20
<PAGE>

The Fund is subject to additional risks, which are discussed
in the Statement of Additional Information.

21
<PAGE>

Performance Information ________________________________________________________

The bar chart shows changes in the performance of the Fund's Investor Shares
from year to year.

[insert bar chart for calendar years 1994-1998]

Best Quarter Worst Quarter

x.xx% x.xx%
(date) (date)

This table compares the Fund's average annual total returns for the periods
ending December 31, 1998 to those of the S&P 500 Index and Lehman Brothers
Aggregate Bond Index. An index measures the market prices of a specific group
of securities in a particular market or securities in a market sector. You
cannot invest directly in an index. An index does not have an investment
advisor and does not pay any commissions or expenses. If an index had expenses,
its performance would be lower. The S&P 500 Index is a widely recognized index
of 500 stocks designed to mimic the overall equity market's industry
weightings. The Lehman Brothers Aggregate Bond Index is a widely recognized
index of U.S. government obligations, corporate bonds and mortgage-backed
securities.

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
Balanced Fund x.xx% x.xx% x.xx% x.xx%*
40% Lehman Brothers Aggregate Bond
Index / 60% S&P 500 x.xx% x.xx% x.xx% x.xx%*
</TABLE>

* Fund inception (3/9/93). Index inception computed from (2/28/93).

Fees and Expenses ______________________________________________________________

ANNUAL FUND OPERATING EXPENSES

22
<PAGE>

EXAMPLE

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
- ------ ------- ------- --------
<S> <C> <C> <C>
$xx $xx $xx $xx
</TABLE>

23
<PAGE>

THE INTERNATIONAL FUNDS ________________________________________________________

Each International Fund is subject to additional risks, which are described on
the following pages and in the Statement of Additional Information.

24
<PAGE>

INTERNATIONAL EQUITY FUND(US)

________________________________________________________________________________

[ICON]

Investment Goal High level of total return through capital appreciation and
current income

[ICON]

Principal Risks In addition to the general risks of investing in an
of Investing in International Fund, this Fund is subject to the risks
this Fund associated with equity investing. Investments in equity
securities in general are subject to market risks that may
cause their prices to fluctuate over time. In other words,
the risk that stock prices will fall over short or extended
periods of time. Historically, the equity markets have moved
in cycles, and the value of the Fund's equity securities may
fluctuate drastically from day-to-day. Individual companies
may report poor results or be negatively affected by
industry or economic trends and developments. The prices of
securities issued by such companies may suffer a decline in
response. Fluctuations in the value of equity securities in
which the Fund invests will cause the net asset value of the
Fund to fluctuate.

25
<PAGE>

Performance Information ________________________________________________________

The bar chart shows changes in the performance of the Fund's Investor Shares
from year to year.

[insert bar chart for calendar years 1994-1998]

Best Quarter Worst Quarter

x.xx% x.xx%
(date) (date)

This table compares the Fund's average annual total returns for the periods
ending December 31, 1998 to those of the Morgan Stanley Capital International
Europe, Australasia and Far East (MSCI EAFE) Index. An index measures the
market prices of a specific group of securities in a particular market or
securities in a market sector. You cannot invest directly in an index. An index
does not have an investment advisor and does not pay any commissions or
expenses. If an index had expenses, its performance would be lower. The MSCI
EAFE Index is a widely recognized index of over 900 securities listed on the
stock exchanges in Europe, Australia and the Far East.

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
International Equity Fund x.xx% x.xx% x.xx% x.xx%*
MSCI EAFE Index x.xx% x.xx% x.xx% x.xx%*
</TABLE>

* Fund inception (4/12/93). Index inception computed from (3/31/93).

Fees and Expenses ______________________________________________________________

ANNUAL FUND OPERATING EXPENSES

26
<PAGE>

EXAMPLE

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
- ------ ------- ------- --------
<S> <C> <C> <C>
$xx $xx $xx $xx
</TABLE>

27
<PAGE>

TRANSEUROPE FUND (US) (not currently available for purchase)

________________________________________________________________________________

[ICON]

Investment Goal High level of total return through capital appreciation and
current income

[ICON]

In addition to the general risks of investing in an
Principal Risks International Fund, this Fund is subject to the risks
of Investing in associated with equity investing. Investments in equity
this Fund securities in general are subject to market risks that may
cause their prices to fluctuate over time. In other words,
the risk that stock prices will fall over short or extended
periods of time. Historically, the equity markets have moved
in cycles, and the value of the Fund's equity securities may
fluctuate drastically from day-to-day. Individual companies
may report poor results or be negatively affected by
industry or economic trends and developments. The prices of
securities issued by such companies may suffer a decline in
response. Fluctuations in the value of equity securities in
which the Fund invests will cause the net asset value of the
Fund to fluctuate.

Since the Fund's investments are focused on securities of
issuers located in Europe, the Fund is subject to the risk
that securities of companies headquartered or based in
Europe will underperform the equity markets as a whole, as
well as the risk that issuers in Europe will be impacted by
the market conditions, legislative or regulatory changes,
competition or political, economic, or other developments in
Europe. Government regulation and restriction in many
European countries may limit the amount and extent of the
Fund's investments in those countries. Regional economics
are often closely interrelated, and political and economic
developments, affecting one region or country often affect
other regions or countries, thus subjecting the Fund to
additional risks.

28
<PAGE>

adversely affect financial markets worldwide and may cause
fluctuations in the value of the U.S. dollar and other major
currencies.

29
<PAGE>

Fees and Expenses ______________________________________________________________

ANNUAL FUND OPERATING EXPENSES

This table describes the Fund's expenses that you may pay indirectly if you
hold Fund shares. Unlike an index, every mutual fund has operating expenses to
pay for services, such as professional investment advisory, administration and
custody services. The Fund's expenses in the table below are shown as a
percentage of the Fund's net assets. The table shows the highest expenses that
could be currently charged to the Fund. Actual expenses are lower because the
Administrator is voluntarily waiving a portion of its fees. Actual Other
Expenses and Total Operating Expenses are , respectively. The Administrator
could discontinue this voluntary waiver at any time. For more information about
these fees, see the Statement of Additional Information.

* Other Expenses are based on estimated amounts for the current fiscal year.

30
<PAGE>

ASIAN TIGERS FUND (US)

- --------------------------------------------------------------------------------

[ICON]

Investment Goal Capital Appreciation

[ICON]

Since the Fund's investments are focused on securities of
issuers located in Asia, the Fund is subject to the risk
that securities of companies headquartered or based in Asia
will underperform the equity markets as a whole, as well as
the risk that issuers in Asia will be impacted by the market
conditions, legislative or regulatory changes, competition
or political, economic or other developments in Asia.
Government regulation and restrictions in many Asian
countries may limit the amount and extent of the Fund's
investments in those countries. Regional economics are often
closely interrelated, and political and economic
developments affecting one region or country often affect
other regions or countries, thus subjecting the Fund to
additional risks.

31
<PAGE>

32
<PAGE>

[ICON]

Performance Information ________________________________________________________

The bar chart shows changes in the performance of the Fund's Investor Shares
from year to year.

[insert bar chart for calendar years 1995-1998]

Best Quarter Worst Quarter
x.xx% x.xx%
(date) (date)

<TABLE>
<CAPTION>
1 Year 3 Years Since Inception
------ ------- ---------------
<S> <C> <C> <C>
Asian Tigers Fund x.xx% x.xx% x.xx%*
MSCI All Asia Free ex-Japan Index x.xx% x.xx% x.xx%*
</TABLE>

* Fund inception (1/12/94). Index inception computed from (12/31/93).

Fees and Expenses ______________________________________________________________

ANNUAL FUND OPERATING EXPENSES

33
<PAGE>

LATIN AMERICA EQUITY FUND(US) (not currently available for purchase)

- --------------------------------------------------------------------------------

[ICON]

Investment Goal Long-term capital appreciation

[ICON]

Principal The Latin America Equity Fund primarily invests in common
Investment stocks and other equity securities of companies
Strategies headquartered or based in Latin American countries. In an
effort to reduce risk, the Advisor diversifies the Fund's
investments among economic sectors. In selecting investments
for the Fund, the Advisor seeks to benefit from economic and
other developments in Latin America. The Advisor tries to
identify companies with long-term growth prospects whose
securities are trading at reasonable prices. Earnings growth
and competitive advantages are among the factors considered.
The Advisor selects the Fund's investments using a
combination of top-down (emphasis on market and sectors) and
bottom-up (emphasis on individual stocks and companies)
approaches, with an emphasis on the latter. The Advisor
diversifies the Fund's investments among various Latin
American countries, such as Argentina, Brazil, Chile,
Colombia, Mexico, Peru and Venezuela.

[ICON]

Since the Fund's investments are focused on securities of
issuers located in Latin America, the Fund is subject to the
risk that Latin American securities will underperform the
equity markets as a whole, as well as the risk that issuers
in Latin America will be impacted by the market conditions,
legislative or regulatory changes, competition or political,
economic or other developments in Latin America. Government
regulation and restrictions in many Latin American countries
may limit the amount and extent of the Fund's investments in
those countries. Regional economics are often closely
interrelated, and political and economic developments
affecting one region or country often affect other regions
or countries, thus subjecting the Fund to additional risks.

34
<PAGE>

35
<PAGE>

[ICON]

Performance Information ________________________________________________________

The performance information reflects the performance of the Common Shares of
the Fund. Common Shares are not offered in this prospectus. The performance of
the Fund's Investor Shares would be substantially similar because the shares
are invested in the same portfolio securities, but would differ slightly,
however, due to differences in expenses.

The bar chart shows changes in the Fund's performance from year to year.

[bar chart for calendar years 1997 and 1998 from Common prospectus to be
inserted]

Best Quarter Worst Quarter
x.xx% x.xx%
(date) (date)

This table compares the Fund's average annual total returns for the periods
ending December 31, 1998 to those of the Morgan Stanley Capital International
Emerging Markets Latin America Free Index. An index measures the market prices
of a specific group of securities in a particular market or securities in a
market sector. You cannot invest directly in an index. An index does not have
an investment advisor and does not pay any commissions or expenses. If an index
had expenses, its performance would be lower. The MSCI Emerging Markets Latin
America Free Index is a widely recognized index of over [800] stocks from
approximately [17] Latin American/emerging market countries.

<TABLE>
<CAPTION>
1 Year Since Inception
------ ---------------
<S> <C> <C>
Latin America Equity Fund x.xx% x.xx%*
MSCI Emerging Markets Latin America Free Index x.xx% x.xx%*
</TABLE>
* Fund inception (7/1/96). Index inception computed from (6/30/96).

Fees and Expenses ______________________________________________________________

ANNUAL FUND OPERATING EXPENSES

36
<PAGE>

INTERNATIONAL FIXED INCOME FUND (US)

________________________________________________________________________________

[ICON]

Investment Goal High level of total return, relative to funds with like
investment goals, measured in U.S. dollar terms, from income
and capital appreciation

[ICON]

37
<PAGE>

Performance Information ________________________________________________________

The bar chart shows changes in the performance of the Fund's Investor Shares
from year to year.

[insert bar chart for calendar years 1994-1998]

Best Quarter Worst Quarter
x.xx% x.xx%
(date) (date)

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
International Fixed Income Fund x.xx% x.xx% x.xx% x.xx%*
J.P. Morgan Global Non-U.S. Government
Bond Index x.xx% x.xx% x.xx% x.xx%*
</TABLE>
* Fund inception (4/26/93). Index inception computed from (4/30/93).

Fees and Expenses ______________________________________________________________

ANNUAL FUND OPERATING EXPENSES

This table describes the Fund's expenses that you may pay indirectly if you
hold Fund shares. Unlike an index, every mutual fund has operating expenses to
pay for services, such as professional investment advisory, administration and
custody services. The Fund's expenses in the table below are shown as a
percentage of the Fund's net assets. The table shows the highest expenses that
could be currently charged to the Fund. Actual expenses are lower because the
Administrator is voluntarily waiving a portion of its fees. Actual Other
Expenses and Total Operating Expenses are , respectively. The Administrator
could discontinue this voluntary waiver at any time. For more information about
these fees, see the Statement of Additional Information.

38
<PAGE>

THE BOND FUNDS _________________________________________________________________

Each Bond Fund is subject to additional risks, which are described on the
following pages and in the Statement of Additional Information.

39
<PAGE>

FIXED INCOME FUND (US)

________________________________________________________________________________

[ICON]

Investment Goal High level of total return, relative to funds with like
investment goals, from income, and to a lesser degree,
capital appreciation

[ICON]

The Advisor actively manages four key components of
portfolio risk:

. Duration (the sensitivity of a bond changes in
interest rates) is targeted in an attempt to position
the Fund's portfolio to take advantage of changing
economic conditions, inflation and market values.

. Yield curve (the range of yields offered from short
term securities to long term) allocations are based on
a detailed analysis of interest rates, the portfolio's
duration targets and a review of Fed policy.

. Sector allocation (the percentage of assets in
corporate bonds, governments, etc.) is determined by
analysis of such factors as economic conditions,
current prices and market sentiment.

. Security selection is based on a fundamental
understanding of each holding including credit
analysis, market value and price volatility.

[ICON]

40
<PAGE>

Performance Information ________________________________________________________

The bar chart shows changes in the performance of the Fund's Investor Shares
from year to year.

[insert bar chart for calendar years 1994-1998]

Best Quarter Worst Quarter
x.xx% x.xx%
(date) (date)

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
Fixed Income Fund x.xx% x.xx% x.xx% x.xx%*
Lehman Brothers Aggregate Bond Index x.xx% x.xx% x.xx% x.xx%*
</TABLE>
* Fund inception (3/12/93). Index inception computed from (2/28/93).

Fees and Expenses ______________________________________________________________

ANNUAL FUND OPERATING EXPENSES

This table describes the Fund's expenses that you may pay indirectly if you
hold Fund shares. Unlike an index, every mutual fund has operating expenses to
pay for services, such as professional investment advisory, administration and
custody services. The Fund's expenses in the table below are shown as a
percentage of the Fund's net assets. The table shows the highest expenses that
could be currently charged to the Fund. Actual expenses are lower because the
Advisor and Administrator are voluntarily waiving a portion of their fees.
Actual Investment Advisory, Other Expenses and Total Operating Expenses are
, respectively. The Advisor and Administrator could discontinue these
voluntary waivers at any time. For more information about these fees, see
"Investment Advisor" and the Statement of Additional Information.

41
<PAGE>

INTERMEDIATE GOVERNMENT FIXED INCOME FUND (US)

________________________________________________________________________________

[ICON]

Investment Goal High level of total return, relative to funds with like
investment goals, consistent with preservation of capital,
from income and, to a lesser degree, capital appreciation

[ICON]

The Advisor actively manages four key components of
portfolio risk:

. Duration (the sensitivity of a bond changes in interest
rates) is targeted in an attempt to position the Fund's
portfolio to take advantage of changing economic
conditions, inflation and market values.

. Sector allocation (the percentage of assets in
corporate bonds, governments, etc.) is determined by
analysis of such factors as economic conditions,
current prices and market sentiment.

. Security selection is based on a fundamental
understanding of each holding including credit
analysis, market value and price volatility.

[ICON]

42
<PAGE>

Performance Information ________________________________________________________

The bar chart shows changes in the performance of the Fund's Investor Shares
from year to year.

[insert bar chart for calendar years 1994-1998]

Best Quarter Worst Quarter
x.xx% x.xx%
(date) (date)

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
Intermediate Government Fixed Income
Fund x.xx% x.xx% x.xx% x.xx%*
Lehman Brothers Government Bond Index x.xx% x.xx% x.xx% x.xx%*
</TABLE>
*Fund inception (4/12/93). Index inception computed from (3/31/93).

Fees and Expenses ______________________________________________________________

ANNUAL FUND OPERATING EXPENSES

This table describes the Fund's expenses that you may pay indirectly if you
hold Fund shares. Unlike an index, every mutual fund has operating expenses to
pay for services, such as professional investment advisory, administration and
custody services. The Fund's expenses in the table below are shown as a
percentage of the Fund's net assets. The table shows the highest expenses that
could be currently charged to the Fund. Actual expenses are lower because the
Advisor and Administrator are voluntarily waiving a portion of their fees.
Actual Investment Advisory, Other Expenses and Total Operating Expenses are
, respectively. The Advisor and Administrator could discontinue these
voluntary waivers at any time. For more information about these fees, see
"Investment Advisor" and the Statement of Additional Information.

43
<PAGE>

TAX-EXEMPT FIXED INCOME FUND (US)

________________________________________________________________________________

[ICON]

Investment Goal High level of total return, relative to funds with like
investment goals, from income, consistent with preservation
of capital

[ICON]

The Advisor actively manages four key components of
portfolio risk:

. Duration (the sensitivity of a bond changes in interest
rates) is targeted in an attempt to position the Fund's
portfolio to take advantage of changing economic
conditions, inflation and market values.

. Sector allocation (the percentage of assets in
corporate bonds, governments, etc.) is determined by
analysis of such factors as economic conditions,
current prices and market sentiment.

. Security selection is based on a fundamental
understanding of each holding including credit
analysis, market value and price volatility.

[ICON]

44
<PAGE>

Performance Information ________________________________________________________

The bar chart shows changes in the performance of the Fund's Investor Shares
from year to year.

[insert bar chart for calendar years 1994-1998]

Best Quarter Worst Quarter
x.xx% x.xx%
(date) (date)

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
Tax-Exempt Fixed Income Fund x.xx% x.xx% x.xx% x.xx%*
Lehman Brothers Municipal Bond Index x.xx% x.xx% x.xx% x.xx%*
</TABLE>
*Fund inception (3/9/93). Index inception computed from (2/28/93).

Fees and Expenses ______________________________________________________________

ANNUAL FUND OPERATING EXPENSES

This table describes the Fund's expenses that you may pay indirectly if you
hold Fund shares. Unlike an index, every mutual fund has operating expenses to
pay for services, such as professional investment advisory, administration and
custody services. The Fund's expenses in the table below are shown as a
percentage of the Fund's net assets. The table shows the highest expenses that
could be currently charged to the Fund. Actual expenses are lower because the
Advisor and Administrator are voluntarily waiving a portion of their fees.
Actual Investment Advisory, Other Expenses and Total Operating Expenses are
, respectively. The Advisor and Administrator could discontinue these
voluntary waivers at any time. For more information about these fees, see
"Investment Advisor" and the Statement of Additional Information.

45
<PAGE>

LIMITED VOLATILITY FIXED INCOME FUND(US) (not currently available for purchase)

________________________________________________________________________________

[ICON]

Investment Goal High level of current income, consistent with relative
stability of principal

[ICON]

46
<PAGE>

Fees and Expenses ______________________________________________________________

ANNUAL FUND OPERATING EXPENSES

This table describes the Fund's expenses that you may pay indirectly if you
hold Fund shares. Unlike an index, every mutual fund has operating expenses to
pay for services, such as professional investment advisory, administration and
custody services. The Fund's expenses in the table below are shown as a
percentage of the Fund's net assets. The table shows the highest expenses that
could be currently charged to the Fund. Actual expenses are lower because the
Advisor and Administrator are voluntarily waiving a portion of their fees.
Actual Investment Advisory, Other Expenses and Total Operating Expenses are
, respectively. The Advisor and Administrator could discontinue these
voluntary waivers at any time. For more information about these fees, see
"Investment Advisor" and the Statement of Additional Information.

<TABLE>
<S> <C>
Investment Advisory Fees
Distribution and Service (12b-1) Fees
Other Expenses*
- ------------------------------------------
Total Annual Fund Operating Expenses
- ------------------------------------------
</TABLE>
*Other Expenses are based on estimated amounts for the current fiscal year.

47
<PAGE>

THE MONEY MARKET FUNDS _________________________________________________________

Money market funds invest in high quality, short-term debt securities, commonly
known as money market instruments. These generally include CDs, bankers'
acceptances, U.S. Treasury securities, some municipal securities, commercial
paper, and repurchase agreements involving these instruments. Money market
funds follow strict rules about credit risk, maturity and diversification of
its investments. An investment in a money market fund is not a bank deposit.
Although a money market fund seeks to keep a constant price per share of $1.00,
you may lose money by investing in a money market fund.

48
<PAGE>

TREASURY MONEY MARKET FUND (US)

________________________________________________________________________________

[ICON]

Investment Goal To preserve principal value and maintain a high degree of
liquidity while providing current income

[ICON]

. interest rates
. market conditions, and
. liquidity needs.

[ICON]

49
<PAGE>

Performance Information ________________________________________________________

The bar chart shows changes in the performance of the Fund's Investor Shares
from year to year.

[insert bar chart for calendar years 1994-1998]

Best Quarter Worst Quarter
x.xx% x.xx%
(date) (date)

This table compares the Fund's average annual total returns for the periods
ending December 31, 1998 to those of the IBC U.S. Treasury Average. An average
measures the share prices of mutual funds with a particular investment goal.
You cannot invest directly in an average. The IBC U.S. Treasury Average is a
composite of mutual funds with investment goals similar to the Fund's goal.

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
Treasury Money Market Fund x.xx% x.xx% x.xx% x.xx%*
IBC U.S. Treasury Average x.xx% x.xx% x.xx% x.xx%*
</TABLE>
*Fund inception (3/25/93). Average inception computed from (3/30/93).

To obtain the Fund's current yield, please call 1-800-443-4752.

Fees and Expenses ______________________________________________________________

ANNUAL FUND OPERATING EXPENSES

This table describes the Fund's expenses that you may pay indirectly if you
hold Fund shares. Unlike an index, every mutual fund has operating expenses to
pay for services, such as professional investment advisory, administration and
custody services. The Fund's expenses in the table below are shown as a
percentage of the Fund's net assets. The table shows the highest expenses that
could be currently charged to the Fund. Actual expenses are lower because the
Advisor and Administrator are voluntarily waiving a portion of their fees.
Actual Investment Advisory, Other Expenses and Total Operating Expenses are
, respectively. The Advisor and Administrator could discontinue these
voluntary waivers at any time. For more information about these fees, see
"Investment Advisor" and the Statement of Additional Information.

50
<PAGE>

GOVERNMENT MONEY MARKET FUND (US)

________________________________________________________________________________

[ICON]

Investment Goal To provide as high a level of current income as is
consistent with the preservation of capital and liquidity.

[ICON]

Principal Risks An investment in the Fund is subject to the risk that the
of Investing in Fund's yield will decline due to falling interest rates. A
This Fund Fund share is not a bank deposit and is not insured or
guaranteed by the FDIC or any government agency. Although
the Fund tries to keep a constant price per share of $1.00,
you may lose money by investing in the Fund.

51
<PAGE>

Performance Information ________________________________________________________

The bar chart shows changes in the performance of the Fund's Investor Shares
from year to year.

[insert bar chart for calendar years 1994-1998]

Best Quarter Worst Quarter
x.xx% x.xx%
(date) (date)

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
Government Money Market Fund x.xx% x.xx% x.xx% x.xx%*
IBC Total Government Average x.xx% x.xx% x.xx% x.xx%*
</TABLE>
*Fund inception (4/22/93). Average inception computed from (4/30/93).

To obtain the Fund's current yield, please call 1-800-443-4725.

Fees and Expenses ______________________________________________________________

ANNUAL FUND OPERATING EXPENSES

This table describes the Fund's expenses that you may pay indirectly if you
hold Fund shares. Unlike an index, every mutual fund has operating expenses to
pay for services, such as professional investment advisory, administration and
custody services. The Fund's expenses in the table below are shown as a
percentage of the Fund's net assets. The table shows the highest expenses that
could be currently charged to the Fund. Actual expenses are lower because the
Administrator and Distributor are voluntarily waiving a portion of their fees.
Actual Other Expenses and Total Operating Expenses are , respectively. The
Administrator and Distributor could discontinue these voluntary waivers at any
time. For more information about these fees, see the Statement of Additional
Information.

52
<PAGE>

MONEY MARKET FUND (US)

________________________________________________________________________________

[ICON]

Investment Goal To provide as high a level of current income as is
consistent with the preservation of capital and liquidity

[ICON]

Principal The Money Market Fund invests in high quality money market
Investment instruments issued by corporations, banks and the U.S.
Strategies government or its agencies or instrumentalities. The Advisor
structures the Fund's portfolio based on the Advisor's
outlook on interest rates, market conditions and liquidity
needs. The Advisor monitors the Fund's investments for
credit quality changes and may adjust the average maturity
of the Fund in anticipation of changes in short-term
interest rates. Important factors include an assessment of
Federal policy and an analysis of the yield curve ( the
range of yields offered). Positioning of the Fund in an
attempt to capture higher returns is the key component of
the strategy.

[ICON]

Principal Risks An investment in the Fund is subject to the risk that the
of Investing in Fund's yield will decline due to falling interest rates. A
This Fund Fund share is not a bank deposit and is not insured or
guaranteed by the FDIC or any government agency. Although
the Fund tries to keep a constant price per share of $1.00,
you may lose money by investing in the Fund.

53
<PAGE>

Performance Information ________________________________________________________

The bar chart shows changes in the performance of the Fund's Investor Shares
from year to year.

[insert bar chart for calendar years 1994-1998]

Best Quarter Worst Quarter
x.xx% x.xx%
(date) (date)

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
Money Market Fund x.xx% x.xx% x.xx% x.xx%*
IBC Total Taxable Average x.xx% x.xx% x.xx% x.xx%*
</TABLE>
* Fund inception (3/31/93). Average inception computed from (3/31/93).

To obtain the Fund's current yield, please call 1-800-443-4725.

Fees and Expenses ______________________________________________________________

ANNUAL FUND OPERATING EXPENSES

This table describes the Fund's expenses that you may pay indirectly if you
hold Fund shares. Unlike an index, every mutual fund has operating expenses to
pay for services, such as professional investment advisory, administration and
custody services. The Fund's expenses in the table below are shown as a
percentage of the Fund's net assets. The table shows the highest expenses that
could be currently charged to the Fund. Actual expenses are lower because the
Advisor, Administrator and Distributor are voluntarily waiving a portion of
their fees. Actual Investment Advisory, Other Expenses and Total Operating
Expenses are , respectively. The Advisor, Administrator and Distributor
could discontinue these voluntary waivers at any time. For more information
about these fees, see "Investment Advisor" and the Statement of Additional
Information.

54
<PAGE>

TAX-EXEMPT MONEY MARKET FUND (US)

________________________________________________________________________________

[ICON]

Principal The Tax-Exempt Money Market Fund invests substantially all
Investment of its assets in short-term, high quality money market
Strategies instruments issued by municipalities and other issuers that
pay income exempt from Federal income and alternative
minimum taxes. These issuers may be located in any state,
territory or possession of the U.S., or the District of
Columbia. The Advisor emphasizes particular market sectors
that it expects will outperform the market as a whole. The
Advisor actively manages the Fund's portfolio based on its
outlook on market conditions, interest rates and liquidity
needs. The Advisor monitors the Fund for credit quality
changes and adjusts maturities in anticipation of changes in
interest rates. Important factors include an assessment of
Federal policy and an analysis of the yield curve ( the
range of yields offered). Positioning of the Fund in an
attempt to capture higher returns is the key component of
the strategy.

[ICON]

55
<PAGE>

Performance Information ________________________________________________________

The bar chart shows changes in the performance of the Fund's Investor Shares
from year to year.

[insert bar chart for calendar years 1994-1998]

Best Quarter Worst Quarter
x.xx% x.xx%
(date) (date)

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
Tax-Exempt Money Market Fund x.xx% x.xx% x.xx% x.xx%*
IBC Total Tax-Free Average x.xx% x.xx% x.xx% x.xx%*
</TABLE>
*Fund inception (4/13/93). Average inception computed from (3/31/93).

To obtain the Fund's current yield, please call 1-800-443-4725.

Fees and Expenses ______________________________________________________________

ANNUAL FUND OPERATING EXPENSES

This table describes the Fund's expenses that you may pay indirectly if you
hold Fund shares. Unlike an index, every mutual fund has operating expenses to
pay for services, such as professional investment advisory, administration and
custody services. The Fund's expenses in the table below are shown as a
percentage of the Fund's net assets. The table shows the highest expenses that
could be currently charged to the Fund. Actual expenses are lower because the
Advisor, Administrator and Distributor are voluntarily waiving a portion of
their fees. Actual Investment Advisory, Other Expenses and Total Operating
Expenses are , respectively. The Advisor, Administrator and Distributor
could discontinue these voluntary waivers at any time. For more information
about these fees, see "Investment Advisor" and the Statement of Additional
Information.

56
<PAGE>

Type of Risk Funds Subject to Risk

Credit Risk--The possibility that an
issuer will be unable to make timely
payments of either principal or
interest.

57
<PAGE>

Type of Risk

Funds Subject to Risk

There are risks associated with hedging
activities, including:

. There may not be a liquid secondary
market for a futures contract or
option;

58
<PAGE>

Type of Risk Funds Subject to Risk

59
<PAGE>

Type of Risk

Funds Subject to Risk

60
<PAGE>

.......................

How Do I
Obtain an
Application?
(R)

Account Applica-
tion forms can be
obtained by call-
ing 1-800-443-
4725

.......................

................................................................................
How to Purchase, Exchange and Sell Your Shares _________________________________

Purchasing Investor Shares
How To Purchase You may purchase Investor Shares of the Funds through
Investor Shares financial institutions and various
brokerage firms that are
authorized to sell Investor
Shares (intermediaries).
Investor Shares are offered
without a sales charge.
However, intermediaries may
charge fees for services
provided in connection with
buying, selling or exchanging
shares. Each intermediary also
may have its own rules about
shares transactions. For more
information about how to
purchase shares
through an intermediary, you should contact that
intermediary directly.
You may purchase a Fund's shares on any business day,
excluding major holidays (these holidays are listed in the
Statement of Additional Information). The price per share
(the offering price) will be the net asset value (NAV) per
share next determined after we receive your purchase order
and payment. We calculate each Fund's NAV once each Business
Day. For the Non-Money Market Funds, we calculate NAV as of
the close of regular trading on the NYSE (normally, 4:00
p.m., Eastern time). So, for these Funds, to receive the
current Business Day's NAV, generally we must receive your
purchase order from your financial institution before 4:00
p.m., Eastern time.
For the Money Market Funds, we must receive your purchase
order and payment before 1:00 p.m., Eastern time for you to
receive the current Business Day's NAV and that day's
dividend. You may not purchase shares of a Money Market Fund
by Federal Reserve wire on days the Federal Reserve is
closed.
If we receive and your order and payment after the above
cut-off times, your purchase order will be effective the
next Business Day and your purchase price per share will be
the NAV calculated on that next Business Day. Intermediaries
may have earlier cut-off times for purchases. For more
information about how to purchase through your intermediary,
you should contact your intermediary directly.
In calculating NAV for the Non-Money Market Funds, we
generally value a Fund's portfolio at market price. In
calculating NAV for the Money Market Funds, we generally
value a Fund's portfolio using the amortized cost valuation
method, which is described in detail in the Statement of
Additional Information. If market prices are unavailable, or
we think that the market prices or the amortized cost
valuation method are unreliable, fair value prices may be
determined in good faith using methods approved by the Board
of Trustees. Some Funds hold portfolio securities that trade
on foreign exchanges. These securities may trade on weekends
or other days when the Funds do not calculate NAV. As a
result, the NAV of a Fund's shares may change on days when
you cannot purchase or sell Fund shares. Although we cannot
assure this, we expect the NAV for the Money Market Funds to
remain constant at $1.00 per share.

61
<PAGE>

.......................

How Does
an
Exchange
Take
Place?

.......................

................................................................................
Automatic To purchase Investor Shares of any Fund for the first time,
Investment Plan you must invest at least $2,000 in any Fund. To purchase
additional shares of any Fund, you must invest at least
$100. However, we may waive the investment minimums at any
time at our discretion.
If you have arranged to purchase shares through the
Automatic Investment Plan (see below), then you must invest
at least $50.
You may purchase Investor Shares by direct deposit or
Automated Clearing House ("ACH") transactions if your
intermediary offers these services. Please contact your
intermediary to find out if these services are available to
you.
With the Automatic Investment Plan (AIP), you may purchase
additional shares automatically through regular deductions
from your checking account. After you have established an
account with us, you may begin regularly scheduled
investments of at least $50 per month. Please contact your
intermediary to obtain an AIP Application Form.

Exchanging Investor Shares _____________________________________________________
How To Exchange
Your Shares You may exchange Investor
Shares of any Fund for
Investor Shares of any other
Fund on any Business Day. You
can request an exchange by
contacting your intermediary
who will then contact us.
Exchanges will be made only
after we receive instructions
in writing or by telephone.
You will receive the current
Business Day's NAV if we
receive your exchange request
in good order prior to the
time NAV is calculated for the
Non-Money Market Funds and by
1:00 p.m., Eastern time for
the Money Market Funds. Your
intermediary may have earlier
cutoff
times for exchange requests. Please contact your
intermediary for more information about exchange requests.
If your request is for more than $5,000, we may require a
written exchange request with a signature guarantee from an
eligible guarantor (a notarized signature is not
sufficient).We may change or cancel the exchange privilege
at any time upon 60 days' notice.

62
<PAGE>

.......................

What is a
Signature
Guarantee?

.......................

................................................................................

Selling Investor Shares ________________________________________________________
How To Sell
Your Shares
You may sell (redeem) your
shares on any Business Day by
contacting your intermediary
directly. If your request is
for more than $5,000, or if
you are requesting that the
proceeds from your redemption
be sent to an address or an
account that is different from
what we have on our records,
then we may require a written
redemption request with a
signature guarantee from an
eligible guarantor (a
notarized signature is not
sufficient).
You will receive the
current Business Day's NAV if
we receive your redemption
request in good
order prior to the time NAV is calculated for the Non-Money
Market Funds and by 1:00 p.m., Eastern time for the Money
Market Funds. Your intermediary may have earlier cut-off
times for redemption requests. Please contact your
intermediary for more information about redemption requests.
Receiving Your Normally, we will send your redemption proceeds within seven
Money Business Days after we receive your request. Your proceeds
can be mailed to you or mailed or wired to your bank
account. To request a wire transfer, please contact your
intermediary. You will be charged a $10.00 fee for each wire
transfer. If you recently purchased your shares by check or
through an AIP, then your proceeds may not be available
until your check has cleared (which may take up to 15 days).
We intend to pay your redemption proceeds in cash.
However, under unusual conditions that make the payment of
cash unwise (and for the protection of the remaining
shareholders of the Fund), we may pay all or part of your
redemption proceeds in portfolio securities that have a
market value equal to the redemption price. Although it is
highly unlikely that your shares would ever actually be
redeemed in kind, if it did happen, you would probably have
to pay brokerage costs to sell the securities distributed to
you, as well as taxes on any gain from the sale.
Systematic
Withdrawal Plan Under the Systematic Withdrawal Plan (SWP), you may arrange
monthly, quarterly, semi-annual, or annual automatic
withdrawals of $50 or more from any Fund. The proceeds can
be mailed to you or wired to your bank account. You may use
the SWP if you automatically reinvest your dividends (see
dividends and distributions below) and your account has a
current value of $5,000 or more. You should contact your
intermediary to find out if a SWP is available to you and
for further information about the SWP. To change or cancel
your SWP, please contact your intermediary.
Involuntary If your account balance drops below $2,000 (the required
Redemptions minimum initial purchase amount) due to redemptions,
including redemptions through the SWP, you may be required
to redeem your remaining shares. You will always be given at
least 60 days' written notice to give you time to add to
your account and avoid involuntary redemption.

63
<PAGE>

More Information About Share Transactions ______________________________________
How To Change If you own shares that are registered in your intermediary's
the name, and you want to transfer the registration to another
Registration of intermediary or want the shares registered in your name,
Your Shares then you should contact your intermediary for instructions
to make this change.
Checkwriting
Service For You may elect the Money Market Funds' checkwriting services
Money Market which allow you to write checks in amounts of $100 or more.
Fund Investors You may not, however, use a check to close your account. You
may not write checks against Investor Shares of the Money
Market Funds in your account which you purchased within the
last 15 days, except for shares you purchased by wire (which
are immediately available). Please contact your intermediary
to find out if checkwriting services are available to you
and for more information about checkwriting services.
Telephone
Transactions Telephone transactions are extremely convenient, but not
without risk. To try to keep your telephone transactions as
safe, secure, and risk-free as possible, we have developed
certain safeguards and procedures for determining the
identity of callers and authenticity of instructions. We
will not be responsible for any loss, liability, cost, or
expense for following telephone or wire instructions we
reasonably believe to be genuine. If your intermediary
chooses to make telephone transactions, you and your
intermediary will generally bear the risk of any loss. Your
intermediary may not close your account by telephone.
Right to Reject
Orders The Funds are intended to be long-term investment vehicles
and are not designed to provide you with a means of
speculating on short-term market movements or engaging in
short-term trading. Excessive trading in Fund shares may
interfere with portfolio management, raise operating
expenses or otherwise have an adverse effect on Fund
shareholders. In order to limit excessive trading and in
other circumstances where we believe doing so would be in
the best interests of a Fund, each Fund reserves the right
to revise or terminate exchange privileges, limit the amount
or number of exchanges, reject any specific purchase or
exchange request and suspend the offering of shares for a
period of time. You will be notified in the event this
happens, as required by law.

64
<PAGE>

.......................

Distributions

.......................
.......................

Taxes

Distributions you
receive from a
Fund may be tax-
able whether or
not you reinvest
them.

.......................

................................................................................
................................................................................

Dividends andDistributions _____________________________________________________
The Funds distribute their net investment income as follows:
Stock Funds Declared and distributed monthly
Balanced Fund
Bond Funds
International Funds
Declared and distributed at least
Money Market Funds annually
Declared daily and distributed monthly

The Funds distribute capital
gains if any, at least
annually. If you own Fund
shares on a Fund's record
date, you will be entitled to
receive the distribution. If a
Fund does not have income or
capital gains available to
distribute, as determined
under tax laws, you will not
receive a distribution.
You will receive dividends
and distributions in the form
of additional shares unless
you have elected to receive
payment in cash. To elect cash
payment,
you must notify us in writing prior to the date of
distribution. Your election will become effective for
dividends paid after we receive your written notice. To
cancel your election, simply send us written notice.

Tax Information ________________________________________________________________
The following is a summary of some important tax issues that
affect the Funds and their shareholders. The summary is
based on current tax laws, which may be changed by
legislative, judicial or administrative action. We have not
tried to present a detailed explanation of the tax treatment
of the Funds or their shareholders. More information about
taxes is in our Statement of Additional Information. We urge
you to consult your tax advisor regarding specific questions
about federal, state and local income taxes.
Tax Status of Each Fund will distribute
Distributions substantially all of its
income and capital gains, if
any. The income dividends you
receive from the Funds will be
taxed as ordinary income
whether you receive the
dividends in cash or in
additional shares.
The dividends and distributions you receive may be
subject to federal, state and local taxation, depending on
your tax situation. You may be taxed on each sale of Fund
shares.
The Tax-Exempt Fixed Income and Tax-Exempt Money Market
Funds intend to distribute federally tax-exempt income. Each
Fund may invest a portion of its assets in

65
<PAGE>

.......................

Investment
Advisor

A Fund's invest-
ment advisor man-
ages investment
activities and is
responsible for
the performance
of the Fund. The
Advisors conduct
research, execute
Fund strategies
based on an as-
sessment of eco-
nomic and market
conditions, and
determine which
portfolio securi-
ties to buy, hold
or sell.
.......................
................................................................................
securities that generate taxable income for federal or state
income taxes. Income exempt from federal tax may be subject
to state and local taxes. Any capital gains distributed by
these Funds may be taxable.
More information about taxes is in the Statement of
Investment Additional Information.
Advisors The Advisor makes investment
decisions for the assets of
the Funds and continuously
reviews, supervises, and
administers each Fund's
investment program. The
Trustees of the Trust
supervise the Advisor and
establish policies that the
Advisor must follow in their
day-to-day management
activities.
ABN AMRO Asset Management
(USA) Inc. (the Advisor), 208
South LaSalle Street Chicago,
IL 60604, was organized in
March 1991 under the laws of
the State of Delaware. The
Advisor manages assets for
individuals, corporations,
unions, governments, insurance
companies, and charitable
organizations. As of December
31, 1998, the Advisor managed
approximately $ billion in
assets.
For the fiscal year ended December 31, 1998, the Funds
paid the following advisory fees:
As of December 31, 1998, the TransEurope and Limited
Volatility Fixed Income Funds had not yet commenced
operations. The Advisor is entitled to receive .80% from the
Small Cap Value Fund, which, as of December 31, 1998, had
not been in operation for a full fiscal year.
The Advisor may voluntarily waive a portion of its fees
in order to limit the total operating expenses of the Funds.
The Advisor reserves the right to terminate its voluntary
fee waivers at any time. The Advisor may use its affiliates
as brokers for the Funds' portfolio transactions. The
affiliates may receive compensation from the Funds for their
brokerage services.
The Advisor is a direct, wholly-owned subsidiary of ABN
AMRO Bank N.V. As of April 1, 1999, affiliates of the
Advisor owned of record or beneficially, substantially all
of the Investor Shares of the [ ] Funds. As a result,
these affiliates may be deemed to "control" these Funds
within the meaning of the Investment Company Act of 1940.
The Advisor may, from time to time, and at its own expense,
provide promotional incentives in the form of cash or other
compensation, to certain financial institutions whose
representatives have sold or are expected to sell
significant amounts of the Funds' shares. Some of these
financial institutions may be affiliated with the Advisor.
Jac A. Cerney, Senior Vice President of the Advisor, has
served as portfolio manager for the Value Fund and the
equity portion of the Balanced Fund since their inception.
Mr. Cerney has been associated with the Advisor and its
predecessor since April,

66
<PAGE>

1990 as a portfolio manager. Prior to joining the Advisor's
predecessor firm in 1990, Mr. Cerney was the equity
portfolio manager for Commonwealth Edison's internally
managed pension fund. Mr. Cerney earned a B.A. in Chemistry
from Oberlin College, an M.S. in Chemistry from the
University of Chicago and an M.B.A. in Finance from the
University of Chicago. He is a member of the Investment
Analysts Society of Chicago.
A. Keith Dibble, Senior Vice President of the Advisor,
has served as portfolio manager for the Growth Fund since
its inception. Mr. Dibble has been associated with the
Advisor and its predecessor since 1987 as a portfolio
manager. Mr. Dibble received two B.S. degrees in Engineering
from Washington State University and an M.B.A. in Finance
from Northwestern University. Mr. Dibble is a member of the
Institute of Chartered Financial Analysts, a past president
of the Milwaukee Investment Analysts Society and a member of
various other professional organizations.
Nancy Holland, Senior Vice President of the Advisor, has
served as portfolio manager of the Real Estate Fund since
its inception. Ms. Holland has been associated with the
Advisor since January, 1997 as a portfolio manager. Prior to
joining the Advisor, Ms. Holland served as a real estate
analyst with Edward Jones from January, 1995 to December,
1996, and served as a senior financial analyst and
development accounting manager with CenterMark Properties
from November, 1988 to January, 1995. Ms. Holland graduated
from Saint Louis University with a B.S. in Accounting.
Mary E. Ras, Vice President of the Advisor, has served as
co-manager of the Small Cap Growth Fund since September,
1998. She is also a member of the Equity Committee and is
responsible for equity research and equity trading. Ms. Ras
has been associated with the Advisor and its predecessor
since 1983. Prior to joining the Asset Management Group, Ms.
Ras worked in debt finance and tax-advantaged investments.
Ms. Ras holds an M.B.A. degree from the University of
Chicago and a B.S. degree from Northeastern Illinois
University.
Kenneth A. Tyszko, CFA, CPA, Vice President of the
Advisor, has served as co-manager of the Small Cap Growth
Fund since September, 1998. Mr. Tyszko has been associated
with the Advisor or its affiliates since 1996. Previously,
he managed a $250 million portfolio of publicly traded small
and mid-size capitalization growth stocks for Sears
Investment Management Co., which he joined in 1984. Mr.
Tyszko earned his B.S. in Accounting from the University of
Illinois. Mr. Tyszko is a member of the Illinois CPA
Society, the Investment Analysts Society of Chicago, and the
Association for Investment Management and Research.
Kurt S. Moeller, Vice President of the Advisor, has
served as co-manager of the Small Cap Value Fund since March
1, 1999. Mr. Moeller began his investment career in 1995 as
a research assistant for the Indiana University Foundation.
Mr. Moeller was a fundamental equity analyst at Grantham,
Mayo, Van Otterloo & Co., LLC, a Boston money management
firm, from 1996 through 1998. Mr. Moeller earned a B.A. in
Economics and

67
<PAGE>

History from Rice University in 1991 and an M.B.A. in
Finance from Indiana University in 1996.
Edwin M. Bruere, Senior Vice President of the Advisor has
served as lead portfolio manager of the Small Cap Value Fund
since June 30, 1998 and co-manager of the Value Fund since
. Prior to joining the Advisor in 1988, Mr. Bruere
spent two years as Managing Director of an investment
management firm. Previous to this, he spent six years at
Continental Bank (Bank of America) as a Senior Director. He
spent his last two years in London working in the Merchant
Bank on securities origination and distribution. Mr. Bruere
graduated from Iowa State University with a B.S. in business
and received his M.B.A. from Indiana University. He is a
member of the Association for Investment Management and
Research and the Investment Analysts Society of Chicago. He
is a Director of the Indiana University Reese Foundation.
Richard Butler, Senior Vice President of the Advisor and
co-manager of the Growth Fund since . Mr. Butler is
also responsible for equity research. Mr. Butler joined the
Advisor's predecessor firm in 1983 and is the Advisor's
senior equity trader. Mr. Butler graduated from Williams
College with a B.A. in International Relations and received
his M.B.A. from the University of Chicago.
Mark W. Karstrom, Senior Vice President of the Advisor,
has served as portfolio manager for the Limited Volatility
Fixed Income Fund since September, 1996 and served as
portfolio manager for the Intermediate Government Fixed
Income Fund from September, 1996 to January, 1999. Mr.
Karstrom joined the Advisor in August, 1996 as a portfolio
manager. He served as Vice President, Portfolio Manager with
Norwest Investment Management and Trust and a predecessor
firm from May, 1985 to July, 1996 where he managed
portfolios comprised of government, corporate, and mortgage-
backed securities. My. Karstrom received his B.A. in
Economics from the University of Denver.
Gregory D. Boal, Senior Vice President of the Advisor,
has served as co-manager of the Tax-Exempt Fixed Income Fund
since July, 1997, and served as as portfolio manager of the
fixed income portion of the Balanced Fund from April, 1997
to January, 1999. Mr. Boal joined the Advisor in March, 1997
as a portfolio manager. He served as Manager, Fixed Income
Division of First Citizens Bank Capital Management, a
division of First Citizens Bank, Raleigh, N.C. from
November, 1989 to March, 1997. Prior to that, Mr. Boal was
the senior investment officer at Wyoming National Bank and
Trust in Casper, Wyoming. Mr. Boal graduated from the
University of Wyoming in 1981 with a Bachelor of Science
degree in Broadcasting. He received a Master of Science
degree in Finance from the same institution in 1985. Mr.
Boal is a member of the Association of Investment Management
and Research and the Investment Analyst Society of Chicago.
Todd J. Youngberg, Senior Vice President of the Advisor,
has served as portfolio manager of the Balanced Fund since
November, 1998, and as portfolio manager of the Fixed Income
Fund from November 1998 to January 1999. Mr. Youngberg
joined the Advisor in November, 1998 as a portfolio manager.
Prior to joining ABN AMRO Asset

68
<PAGE>

Management (USA) Inc., Mr. Youngberg served as Vice
President and Portfolio Manager for Amerus Life Holdings
Inc. in Des Moines Iowa from 1992 to November, 1998. He was
responsible for managing very large, performance oriented,
high yield portfolios. Prior to Amerus Life, Mr. Youngberg
worked as a securities analyst for Central Life
Assurance/American Mutual Life Insurance Company. Mr.
Youngberg received a B.A. in economics from Central College
in Pella, Iowa and his M.B.A. in Finance from Drake
University. He is a member of the Association of Investment
Management and Research.
Messrs. Karstrom, Boal and Youngberg, members of the
Fixed Income Portfolio Management Team, have been jointly
and primarily responsible for the day-to-day management of
the Fixed Income Fund, Intermediate Government Fixed Income
Fund and the fixed income portion of the Balanced Fund since
January, 1999.
Phillip P. Mierzwa, Vice President of the Advisor, has
served as co-manager of the Tax-Exempt Fixed Income Fund and
Tax-Exempt Money Market Fund since April, 1997. He has been
associated with the Advisor or its affiliates since
February, 1990 as a portfolio manager and a trader. Mr.
Mierzwa has a B.A. degree in Finance from Governors State
University.
Karen Van Cleave, Senior Vice President of the Advisor,
has served as co-manager of the Tax-Exempt Money Market Fund
and portfolio manager of the Money Market Fund, Treasury
Money Market Fund and Government Money Market Fund since
January, 1994. Ms. Van Cleave joined the Advisor in January,
1994 as a portfolio manager. Prior to 1994, Ms. Van Cleave
was a Vice President/Portfolio Manager at Chemical
Investment Group, Ltd. for three years. Prior to that, she
worked at Shearson Lehman Hutton (and its predecessors) for
seven years in their money market fund complex. Ms. Van
Cleave earned her B.S. in Business Administration from
Boston University.
Wypke Postma, Vice President of the Advisor, has served
as portfolio manager for the International Equity Fund since
March, 1997. Mr. Postma started his banking career as an
analyst at former ABN Bank's Investment Research Department.
Later, he became a strategist. From 1976 to 1984, he worked
in the Equity and Loan Department of a leading Dutch
insurance company, where he was appointed head of the
department in 1982. In 1984, he joined former ABN Bank's
Asset Management Department and was appointed Vice President
in the same year. In 1993, he became Head of the Global
Equity Group being responsible for the Global Equity,
European Equity, Dutch Equity and Business research. Mr.
Postma holds a masters degree in Economics.
Alex Ng has served as portfolio manager for the Asian
Tigers Fund since July, 1995. Mr. Ng has been associated
with the Advisor and/or its parent since 1988 as a portfolio
manager. Mr. Ng also serves as the Far East Director of
Asset Management for a Hong Kong-based affiliate of the
Advisor. Mr. Ng joined the bank's Investment Banking
Representative Office in Singapore in January 1988 before
being transferred to the Securities subsidiary in Hong Kong.
Before joining the bank, Mr. Ng worked as a financial

69
<PAGE>

analyst in Malaysia. Mr. Ng holds a degree in Economics from
the University of California in Los Angeles.
Felix Lanters, portfolio manager for the TransEurope
Fund, has been associated with the Advisor and/or its parent
since 1987 as a portfolio manager.
Wouter Weijand has served as portfolio manager of the
International Fixed Income Fund since September, 1997. Mr.
Weijand has worked in various investment management
positions with ABN AMRO and/or its affiliates since 1984.
Luiz M. Ribeiro, Jr. has served as the portfolio manager
of the Latin America Equity Fund since November, 1997. Mr.
Ribeiro has worked in various investment management
positions with ABN AMRO and/or its affiliates since 1994.
From March, 1990 to June, 1993, he served with the trading
desk of Dibran DTVM Ltd. Mr. Ribeiro obtained a Business
Degree at the University of Sao Paulo in 1990. In 1993, he
concluded an M.B.A. offered by IBMEC (Brazilian Institute of
Capital Markets) in Sao Paulo.
Distribution Each Fund has adopted a distribution plan that allows the
Information Fund to pay distribution and service fees for the sale and
distribution of its shares, and for services provided to
shareholders. Because these fees are paid out of a Fund's
assets continuously, over time, these fees will increase the
cost of your investment and may cost you more than paying
other types of sales charges. The maximum distribution fee
is .25% of the average daily net assets of each Fund.

70
<PAGE>

Financial The tables that follow present performance information about
Highlights Investor Shares of each Fund. This information is intended
to help you understand each Fund's financial performance for
the past five years, or, if shorter, the period of the
Fund's operations. Some of this information reflects
financial information for a single Fund share. The total
returns in the table represent the rate that you would have
earned (or lost) on an investment in a Fund, assuming you
reinvested all of your dividends and distributions.
This information has been audited by [ ], independent
public accountants. Their report, along with each Fund's
financial statements, appears in the annual report that
accompanies the Statement of Additional Information. You can
obtain our annual report, which contains more performance
information, at no charge by calling 1-800-443-4725.

[INSERT FINANCIAL HIGHLIGHTS TABLES HERE]

71
<PAGE>

More Information about the Funds is available without charge through the
following:

Annual and These reports list the Funds' holdings and contain
Semi-Annual information from the Funds' portfolio managers about Fund
Reports strategies and recent market conditions and trends.

To Obtain More Information:
By Telephone: Call 1-800-443-4725

By Mail: Write to the Funds c/o
ABN AMRO Funds
P.O. Box 9765
Providence, Rhode Island 02940-5047

By E-Mail: [ ]

On the World Wide Web:
www.abnamrofunds-usa.com

From the SEC: You can also obtain the Statement of Additional Information,
annual and semi-annual reports and other information about
the Funds from the SEC's website (http://www.sec.gov). You
may review and copy documents at the SEC Public Reference
Room in Washington, D.C. (for information, call 1-800-SEC-
0330). You may request documents by mail from the SEC, upon
payment of a duplicating fee by writing to: Securities and
Exchange Commission, Public Reference Room, Washington, D.C.
20549-6009. The ABN AMRO Fund's Investment Company Act
registration number is 811-07244.

ABN AMRO Funds
(formerly, the "Rembrandt Funds")
Investment Advisor:
ABN AMRO Asset Management (USA) Inc.

This Statement of Additional Information ("SAI") is not a prospectus. It is
intended to provide additional information regarding the activities and
operations of ABN AMRO Funds (the "Trust") and should be read in conjunction
with the prospectuses dated April 30, 1999. The Trust has two prospectuses.
One prospectus relates to Common Shares of the funds and the other relates to
Investor Shares of the funds. Prospectuses may be obtained by writing to First
Data Distributors, Inc. (the "Distributor"), 4400 Computer Drive, Westborough,
Massachusetts 01581, or by calling 1-800-443-4725.

The Trust's most recent annual report is a separate document typically supplied
with the SAI and includes the Trust's audited financial statements, which are
incorporated by reference into this SAI. The annual and other shareholder
reports are available upon request and without charge. Please call 1-800-443-
4725 to obtain these reports.

TABLE OF CONTENTS
<TABLE>
<S> <C>
THE TRUST.................................................................... 3
DESCRIPTION OF PERMITTED INVESTMENTS......................................... 3
INVESTMENT LIMITATIONS.......................................................28
NON-FUNDAMENTAL POLICIES.....................................................30
MANAGEMENT OF THE FUND.......................................................31
TRUSTEES AND OFFICERS OF THE TRUST...........................................31
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES..........................34
INVESTMENT ADVISORY AND OTHER SERVICES.......................................38
THE ADVISOR..................................................................38
DISTRIBUTION AND SHAREHOLDER SERVICING.......................................40
THE ADMINISTRATOR AND SUB-ADMINISTRATOR......................................43
THE TRANSFER AGENT...........................................................44
THE CUSTODIAN................................................................45
COUNSEL AND AUDITORS.........................................................45
BROKERAGE ALLOCATION AND OTHER PRACTICES.....................................45
PORTFOLIO TRANSACTIONS.......................................................45
TRADING PRACTICES AND BROKERAGE..............................................45
DESCRIPTION OF THE TRUST.....................................................50
PURCHASE AND REDEMPTION OF SHARES............................................51
SHAREHOLDER LIABILITY........................................................53
DETERMINATION OF NET ASSET VALUE.............................................53
TAXATION.....................................................................54
GENERAL INFORMATION ABOUT FUND PERFORMANCE...................................59
COMPUTATION OF YIELD.........................................................60
CALCULATION OF TOTAL RETURN..................................................63
LIMITATION OF TRUSTEES' LIABILITY............................................66
</TABLE>
<PAGE>

<TABLE>
<S> <C>
FINANCIAL STATEMENTS.........................................................66
APPENDIX....................................................................A-1
</TABLE>

April 30, 1999
<PAGE>

THE TRUST

ABN AMRO Funds (prior to April 29, 1998, Rembrandt Funds) is an open-end
management investment company established as a Massachusetts business trust
pursuant to a Declaration of Trust dated September 17, 1992. The Declaration of
Trust permits the Trust to offer separate series ("funds") of units of
beneficial interest ("shares") and different classes of shares of each fund.
Generally, investors may purchase shares through two separate classes, Common
Shares and the Investor Shares, which provide for variations in distribution
costs and other expenses. Except for these differences between Common Shares and
Investor Shares, each share of each fund represents an equal proportionate
interest in that fund. See "Description of Shares." This SAI relates to the
following funds: Value Fund\(US)\, Growth Fund\(US)\, International Equity
Fund\(US)\, Small Cap Growth Fund\(US)\ (formerly, the Small Cap Fund), Small
Cap Value Fund\(US)\, Asian Tigers Fund\(US)\, TransEurope Fund\(US)\, Latin
America Equity Fund\(US)\, Real Estate Fund\(US)\ (collectively, the "Equity
Funds"), Balanced Fund\(US)\ (the "Balanced Fund"), Fixed Income Fund\(US)\,
Intermediate Government Fixed Income Fund\(US)\, Tax-Exempt Fixed Income
Fund\(US)\, International Fixed Income Fund\(US)\, Limited Volatility Fixed
Income Fund\(US)\ (collectively, the "Fixed Income Funds"), Money Market
Fund\(US)\, Government Money Market Fund\(US)\, Treasury Money Market Fund\(US)\
and Tax-Exempt Money Market Fund\(US)\ (collectively, the "Money Market Funds"
and together with the Equity, Balanced, and Fixed Income Funds, the "Funds"). As
of December 31, 1998, the Limited Volatility Fixed Income Fund and TransEurope
Fund had not commenced operations. Currently, Investor Shares of the Latin
America Equity Fund is not available for purchase.

DESCRIPTION OF PERMITTED INVESTMENTS

ADRs, Continental Depositary Receipts ("CDRs"), European Depositary Receipts
("EDRs") and Global Depositary Receipts ("GDRs")

A Fund may invest in depositary receipts and other similar instruments, such as
ADRs, CDRs, EDRs & GDRs. ADRs are securities, typically issued by a U.S.
financial institution (a "depositary"), that evidence ownership interest in a
security or a pool of securities issued by a foreign issuer and deposited with
the depositary, EDRs, which are sometimes referred to as CDRs, are securities,
typically issued by a non-U.S. financial institution, that evidence ownership
interest in security or a pool of securities issued by either a U.S. or foreign
issuer. GDRs are issued globally and evidence a similar ownership arrangement.
Generally, ADRs are designed for trading in the U.S. securities market. EDRs are
designed for trading in European Securities Markets and GDRs are designed for
trading in non-U.S. securities markets. Generally, depositary receipts may be
available through "sponsored" or "unsponsored" facilities. A sponsored facility
is established jointly by the issuer of the security underlying the receipt and
a depositary, whereas an unsponsored facility may be established by a depositary
without participation by the issuer of the underlying security. Holders of
unsponsored depositary receipts generally bear all the costs of the unsponsored
facility. The depositary of an unsponsored facility frequently is under no
obligation to distribute shareholder communications received from the issuer of
the deposited security or to pass through, to the holders of the receipts,
voting rights with respect to the deposited securities.
<PAGE>

Asset-Backed Securities

Asset-backed securities consist of securities secured by company receivables,
truck and auto loans, leases and credit card receivables. Such securities are
generally issued as passthrough certificates, which represent undivided
fractional ownership interests in the underlying pools of assets. Such
securities also may be debt instruments, which are also known as collateralized
obligations and are generally issued as the debt of a special purpose entity,
such as a trust, organized solely for purpose of owning such assets and issuing
such debt. A Fund may invest in other asset-backed securities that may be
created in the future if the Advisor determines they are suitable.

Asset-backed securities may be traded over-the-counter and typically have a
short-intermediate maturity structure depending on the paydown characteristics
of the underlying financial assets which are passed through to the security
holder.

Principal and interest on non-mortgage asset-backed securities may be guaranteed
up to certain amounts and for a certain time period by a letter of credit issued
by a financial institution (such as a bank or insurance company) unaffiliated
with the issuers of such securities. The purchase of non-mortgage asset-backed
securities raises risk considerations peculiar to the financing of the
instruments underlying such securities. For example, there is a risk that
another party could acquire an interest in the obligations superior to that of
the holder of the asset-backed securities. There is the possibility that
recoveries on repossessed collateral may not, in some cases, be available to
support payments on those securities. Asset-backed securities entail prepayment
risk, which may vary depending on the type of asset, but is generally less than
the prepayment risk associated with mortgage-backed securities. In addition,
unlike most other asset-backed securities, credit card receivables are unsecured
obligations of the card holder.

Bankers' Acceptances

Bankers' acceptances are bills of exchange or time drafts drawn on and accepted
by a commercial bank. Bankers' acceptances are used by corporations to finance
the shipment and storage of goods. Maturities are generally six months or less.

Bank Investment Contracts ("BICS")

BICs are contracts issued by U.S. banks and savings and loan institutions.
Pursuant to such contracts, a Fund makes cash contributions to a deposit fund of
the general account of the bank or savings and loan institution. The bank or
savings and loan institution then credits to the Fund on a monthly basis
guaranteed interest at either a fixed, variable or floating rate. Generally,
BICs are issuing bank or savings and loan institution. For this reason, BICs
are considered to be illiquid investments.

Borrowing

4
<PAGE>

Borrowing may exaggerate changes in the net asset value of a Fund's shares and
in the return on the Fund's portfolio. Although the principal of any borrowing
will be fixed, a Fund's assets may change in value during the time the borrowing
is outstanding. A Fund may be required to liquidate portfolio securities at a
time when it would be disadvantageous to do so in order to make payments with
respect to an outstanding borrowing resulting in additional transaction costs.
In addition, liquidating portfolio securities may generate capital gains, which
will be distributed to shareholders as taxable income or capital gains. The
Funds may be required to segregate liquid assets in an amount sufficient to meet
their obligations in connection with such borrowings.

Brady Bonds

Brady Bonds are a particular type of debt obligation created through the
exchange of existing commercial bank loans to foreign entities for new
obligations in connection with debt restructuring. During 1990, the Mexican
external debt markets experienced significant changes with the completion of the
"Brady Plan" restructurings in those markets. Brady Bonds are issued by
governments that may have previously defaulted on the loans being restructured
by the Brady Bonds, so are subject to the risk of default by the issuer. They
may be fully or partially collateralized or uncollateralized and issued in
various currencies (although most are U.S. dollar denominated) and they are
actively traded in the over-the-counter secondary market. U.S. dollar-
denominated collateralized Brady Bonds are generally collateralized in full as
to principal due at maturity by U.S. Treasury zero coupon obligations with the
same maturity. Interest payments on these Brady Bonds may be collateralized by
cash or securities in an amount that is typically equal to between 12 and 18
months of interest payments. Payment of interest and (except in the case of
principal-collateralized Brady Bonds) principal on Brady Bonds with no or
limited collateral depends on the willingness and ability of the foreign
government to make payment. In the event of a default on collateralized Brady
Bonds for which obligations are accelerated, the collateral for the payment of
principal will not be distributed to investors, nor will such obligations be
sold and the proceeds distributed. The collateral will be held by the
collateral agent to the scheduled maturity of the defaulted Brady Bonds, which
will continue to be outstanding, at which time the face amount of the collateral
will equal the principal payments which would have then been due on the Brady
Bonds in the normal course. The restructurings provided for the exchange of
loans and cash for newly issued bonds, Brady Bonds. Brady Bonds generally fall
into two categories: collaterized Brady Bonds and bearer Brady Bonds. Both
types of Brady Bonds are issued in various currencies, primarily the U.S.
dollar. Brady Bonds are actively traded in the over-the-counter secondary
market for Latin American debt. U.S. dollar-denominated collaterized bonds,
which may be fixed par bonds or floating rate discount bonds, are collaterized
in full as to principal by U.S. Treasury zero coupon bonds having the same
maturity. At least one year of rolling interest payments are collaterized by
cash or other investments.

Certificates of Deposit

Certificates of deposit are interest bearing instruments with a specific
maturity. Certificates of deposit are issued by banks and savings and loan
institutions in exchange for the deposit of funds

5
<PAGE>

and normally can be traded in the secondary market prior to maturity.
Certificates of deposit with penalties for early withdrawal are considered to be
illiquid.

Commercial Paper

Commercial paper is a term used to describe unsecured short-term promissory
notes issued by banks, municipalities, corporations and other entities.
Maturities on these issues vary from a few to 270 days.

Convertible Securities

Convertible securities are corporate securities that are exchangeable for a set
number of shares of another security at a prestated price. Convertible
securities have characteristics similar to both fixed income and equity
securities. Because of the conversion feature, the market value of convertible
securities tends to move together with the market value of the underlying stock.
The value of convertible securities is also affected by prevailing interest
rates, the credit quality of the issuer, and any call provisions.

Debt Securities -- Ratings

The quality standards of debt securities and other obligations as described for
the Funds must be satisfied at the time an investment is made. In the event
that an investment held by a Fund is assigned a lower rating or ceases to be
rated, the Advisor promptly reassesses whether such security presents suitable
credit risks and whether the Fund should continue to hold the security or
obligation in its portfolio. If a portfolio security or obligation no longer
presents suitable credit risks or is in default, the Fund disposes of the
security or obligation as soon as reasonably practicable unless the Trustees of
the Trust determine that to do so is not in the best interest of the Fund.

Dollar Rolls

Dollar roll transactions consist of the sale of mortgage-backed securities to a
bank or broker-dealer, together with a commitment to purchase similar, but not
necessarily identical, securities at a future date. Any difference between the
sale price and the purchase price is netted against the interest income foregone
on the securities to arrive at an implied borrowing (reverse repurchase) rate.
Alternatively, the sale and purchase transactions which constitute the dollar
roll can be executed at the same price, with a Fund being paid a fee as
consideration for entering into the commitment to purchase. Dollar rolls may be
renewed after cash settlement and initially may involve only a firm commitment
agreement by a Fund to buy a security.

If the broker-dealer to whom a Fund sells the security becomes insolvent, the
Fund's right to purchase or repurchase the security may be restricted. Also,
the value of the security may change adversely over the term of the dollar roll,
such that the security that the Fund is required to repurchase may be worth less
than the security that the Fund originally held.

6
<PAGE>

Equity Securities

Equity securities include common stocks, common stock equivalents, preferred
stocks, securities convertible into common stocks and securities having common
stock characteristics, such as rights and warrants to purchase common stocks,
sponsored and unsponsored depositary receipts (e.g., ADRs), REITs, and equity
securities of closed-end investment companies.

Euro-Denominated Securities

On January 1, 1999, the European Monetary Union (EMU) implemented a new currency
unit, the Euro, which is expected to reshape financial markets, banking systems
and monetary policies in Europe and other parts of the world. The countries
initially expected to convert to the Euro include Austria, Belgium, France,
Germany, Luxembourg, the Netherlands, Ireland, Finland, Italy, Portugal and
Spain.

Beginning January 1, 1999, financial transactions and market information
including share quotations and company accounts, in participating countries will
be in Euros. Approximately 46% of the stock exchange capitalization of the
total European market may be reflected in Euros, and participating governments
will issue their bonds in Euros. Monetary policy for participating countries
will be uniformly managed by a new central bank, the European Central Bank
(ECB).

Although it is not possible to predict the impact of the Euro on the Funds, the
transition may change the economic environment and behavior of investors,
particularly in European markets. In addition, investors may begin to view those
countries participating in the EMU as a single entity. The Advisor may need to
adapt investment strategies accordingly. The process of implementing the Euro
also may adversely affect financial markets world-wide and may result in changes
in the relative strength and value of the U.S. dollar or other major currencies,
as well as possible adverse tax consequences as a result of currency conversions
to the Euro. Until the Euro develops its reputation and the ECB gains
experience in managing monetary policy, it will be difficult to predict the
strengths and weaknesses of the Euro.

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<PAGE>

Floating Rate Notes

Floating rate notes normally involve industrial development or revenue bonds
which provide that the rate of interest is set as a specific percentage of a
designated base rate (such as the prime rate) at a major commercial bank, and
that a Fund can demand payment of the obligation at all times or at stipulated
dates on short notice (not to exceed 30 days) at par plus accrued interest. A
Fund may use the longer of the period required before the Fund is entitled to
prepayment under such obligations or the period remaining until the next
interest rate adjustment date for purposes of determining the maturity. Such
obligations are frequently secured by letters of credit or other credit support
arrangements provided by banks. The quality of the underlying credit or of the
bank, as the case may be, must be rated in the third highest rating category or,
in the Advisor's opinion, be of comparable quality. The Advisor monitors the
earning power, cash flow and liquidity ratios of the issuers of such instruments
and the ability of an issuer of a demand instrument to pay principal and
interest on demand. The Advisor may purchase other types of tax-exempt
instruments as long as they are of a quality equivalent to the bond or
commercial paper ratings stated above.

Foreign Securities

Foreign securities may subject a Fund to investment risks that differ in some
respects from those related to investments in obligations of U.S. domestic
issuers. Such risks include costs in connection with conversions between
various currencies, limited publicly available information regarding foreign
issuers, lack of uniformity in accounting, auditing and financial standards and
requirements, greater securities market volatility, less liquidity of
securities, less government supervision and regulations of securities markets,
future adverse political and economic developments, the possible imposition of
withholding taxes on interest or other income, possible seizure,
nationalization, or expropriation of foreign deposits, the possible
establishment of exchange controls or taxation at the source, greater
fluctuations in value due to changes in exchange rates, or the adoption of other
foreign governmental restrictions which might adversely affect the payment of
principal and interest on such obligations. Such investments may also entail
higher custodial fees and sales commissions than domestic investments. Foreign
issuers of securities or obligations are often subject to accounting treatment
and engage in business practices different from those respecting domestic
issuers of similar securities or obligations. Foreign branches of U.S. banks and
foreign banks may be subject to less stringent reserve requirements than those
applicable to domestic branches of U.S. banks. Government regulation in many of
the countries of interest to a Fund may limit the extent of the Fund's
investment in companies in those countries.

Further, it may be more difficult for a Fund's agents to keep currently informed
about corporate actions which may affect the prices of portfolio securities.
Communications between the U.S. and foreign countries may be less reliable than
within the U.S., increasing the risk of delayed settlements of portfolio
securities. Certain markets may require payment for securities before delivery.
A Fund's ability and decisions to purchase and sell portfolio securities may be
affected by laws or regulations relating to the convertibility of currencies and
repatriation of assets. Some countries restrict the extent to which foreigners
may invest in their securities markets.

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<PAGE>

Investments in securities of foreign issuers are frequently denominated in
foreign currencies (including the Euro and other multinational currency units)
and the value of a Fund's assets measured in U.S. dollars may be affected
favorably or unfavorably by changes in currency rates and in exchange control
regulations, and a Fund may incur costs in connection with conversions between
various currencies. A Fund may enter into forward foreign currency contracts as
a hedge against possible variations in foreign exchange rates or to hedge a
specific security transaction or portfolio position. Currently, only a limited
market, if any, exists for hedging transactions relating to currencies in
emerging markets, including Latin American and Asian markets. This may limit a
Fund's ability to effectively hedge its investments in such markets.

A Fund may invest in securities denominated in currencies of foreign countries.
Accordingly, changes in the value of these currencies against the U.S. dollar
will result in corresponding changes in the U.S. dollar value of a Fund's assets
denominated in those currencies. Foreign countries also may have managed
currencies, which are not free floating against the U.S. dollar. In addition,
there is risk that certain foreign countries may restrict the free conversion of
their currencies into other currencies, including the U.S. dollar. Further, it
may be difficult to reduce a Fund's currency risk through hedging. Any
devaluations in the currencies in which a Fund's portfolio securities are
denominated may have a detrimental impact on the Fund's net asset value.

Certain risks associated with international investments and investing in
smaller, developing capital markets are heightened for investments in Latin
American countries. For example, some of the currencies of Latin American
countries have experienced steady devaluations relative to the U.S. dollar, and
major adjustments have been made in certain of these currencies periodically.
Furthermore, Latin American currencies may not be internationally traded. Also,
many Latin American countries have experienced substantial, and in some periods
extremely high, rates of inflation for many years. Inflation and rapid
fluctuations in inflation rates have had and may continue to have very negative
effects on the economies and securities markets of certain Latin American
countries. In addition, although there is a trend toward less government
involvement in commerce, governments of many Latin American countries have
exercised and continue to exercise substantial influence over many aspects of
the private sector. In certain cases, the government still owns or controls
many companies, including some of the largest companies in the country.
Accordingly, government actions in the future could have a significant effect on
economic conditions in Latin American countries, which could affect private
sector companies and the Fund, as well as the value of securities in the Fund's
portfolio.

Securities of issuers located in countries with developing securities markets
pose greater liquidity risks and other risks than securities of issuers located
in developed countries and traded in more established markets. Low liquidity in
markets may adversely affect a Fund's ability to buy and sell securities and
cause increased volatility. Developing countries may at various times have less
stable political environments than more developed nations. Changes of control
may adversely affect the pricing of securities from time to time. Some
developing countries may afford only limited opportunities for investing. In
certain developing countries, a Fund may be able to invest solely or primarily
through ADRs or similar securities and government approved investment vehicles,
including closed-end investment companies.

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<PAGE>

In making investment decisions for the Fund, the Advisor evaluates the risks
associated with investing Fund assets in a particular country, including risks
stemming from a country's financial infrastructure and settlement practices; the
likelihood of expropriation, nationalization or confiscation of invested assets;
prevailing or developing custodial practices in the country; the country's laws
and regulations regarding the safekeeping, maintenance and recovery of invested
assets; the likelihood of government-imposed exchange control restrictions which
could impair the liquidity of Fund assets maintained with custodians in that
country, as well as risks from political acts of foreign governments ("country
risks"). Of course, the Advisor's decisions regarding these risks may not be
correct or prove to be wise and, generally, any losses resulting from investing
in foreign countries will be borne by Fund shareholders.

Holding Fund assets in foreign countries presents additional risks including,
but not limited to, the risks that a particular foreign custodian or depositary
will not exercise proper care with respect to Fund assets or will not have the
financial strength or adequate practices and procedures to properly safeguard
Fund assets. A Fund may be precluded from investing in certain foreign
countries until such time as adequate custodial arrangements can be established.

Forward Foreign Currency Contracts

A forward contract involves an obligation to purchase or sell a specific
currency amount at a future date, agreed upon by the parties, at a price set at
the time of the contract.

At the maturity of a forward contract, a Fund may either sell a portfolio
security and make delivery of the foreign currency, or it may retain the
security and terminate its contractual obligation to deliver the foreign
currency by purchasing an "offsetting" contract with the same currency trader,
obligating it to purchase, on the same maturity date, the same amount of the
foreign currency. A Fund may realize a gain or loss from currency transactions.

Futures Contracts and Options on Futures Contracts

Futures contracts provide for the future sale by one party and purchase by
another party of a specified amount of a specific security at a specified future
time and at a specified price. An option on a futures contract gives the
purchaser the right, in exchange for a premium, to assume a position in a
futures contract at a specified exercise price during the term of the option. A
Fund may use futures contracts and related options for bona fide hedging
purposes, to offset changes in the value of securities held or expected to be
acquired or be disposed of, to minimize fluctuations in foreign currencies, or
to gain exposure to a particular market or instrument. A Fund will minimize the
risk that it will be unable to close out a futures contract by only entering
into futures contracts which are traded on national futures exchanges. In
addition, a Fund will only sell covered futures contracts and options on futures
contracts.

Stock and bond index futures are futures contracts for various stock and bond
indices that are traded on registered securities exchanges, Stock and bond index
futures contracts obligate the seller to deliver (and the purchaser to take) an
amount of cash equal to a specific dollar amount

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<PAGE>

times the difference between the value of a specific stock or bond index at the
close of the last trading day of the contract and the price at which the
agreement is made.

No price is paid upon entering into futures contracts. Instead, a Fund is
required to deposit an amount of cash or liquid assets known as "initial
margin." Subsequent payments, called "variation margin," to and from the broker,
are made on a daily basis as the value of the futures position varies (a process
known as "marking to market"). The margin is in the nature of a performance bond
or good-faith deposit on a futures contract.

In order to avoid leveraging and related risks, when a Fund purchases futures
contracts, it will collateralize its position by depositing an amount of cash or
liquid assets, equal to the market value of the futures positions held, less
margin deposits, in a segregated account with the Trust's custodian. Collateral
equal to the current market value of the futures position will be marked to
market on a daily basis. Whenever a Fund is required to establish a segregated
account, notations in the books of the Trust's custodian are sufficient to
constitute a segregated account.

There are risks associated with these activities, including the following: (1)
the success of a hedging strategy may depend on an ability to predict movements
in the prices of individual securities, fluctuations in markets and movements in
interest rates; (2) there may be an imperfect or no correlation between the
changes in market value of the securities held by a Fund and the prices of
futures and options on futures; (3) there may not be a liquid secondary market
for a futures contract or option; (4) trading restrictions or limitations may be
imposed by an exchange; and (5) government regulations may restrict trading in
futures contracts and futures options.

Eurodollar futures are U.S. dollar-denominated futures contracts or options
thereon which are linked to the London Interbank Offered Rate ("LIBOR"),
although foreign currency denominated instruments are available from time to
time. Eurodollar futures contracts enable purchasers to obtain a fixed rate for
the lending of the funds and sellers to obtain a fixed rate for borrowings.

The Funds will only enter into futures contracts traded on a national futures
exchange or board of trade. A Fund may enter into futures contract transactions
only to the extent that obligations under these contracts represent less than
20% of the Fund's total assets.

GNMA Certificates

GNMA Certificates are securities issued by the Government National Mortgage
Association ("GNMA"), a wholly-owned U.S. Government corporation which
guarantees the timely payment of principal and interest. The market value and
interest yield of these instruments can vary due to market interest rate
fluctuations and early prepayments of underlying mortgages. These securities
represent ownership in a pool of federally insured mortgage loans. GNMA
certificates con sist of underlying mortgages with a maximum maturity of 30
years. However, due to scheduled and unscheduled principal payments, GNMA
certificates have a shorter average maturity and, therefore, less principal
volatility than a comparable 30-year bond. Since prepayment rates vary widely,
it is not possible to accurately predict the average maturity of a particular
GNMA pool. The scheduled monthly interest and principal payments relating to
mortgages in the pool will be

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<PAGE>

"passed through" to investors. GNMA securities differ from conventional bonds in
that principal is paid back to the certificate holders over the life of the loan
rather than at maturity. As a result, there will be monthly scheduled payments
of principal and interest. In addition, there may be unscheduled principal
payments representing prepayments on the underlying mortgages. Although GNMA
certificates may offer yields higher than those available from other types of
U.S. Government securities, GNMA certificates may be less effective than other
types of securities as a means of "locking in" attractive long-term rates
because of the prepayment feature. For instance, when interest rates decline,
the value of a GNMA certificate likely will not rise as much as comparable debt
securities due to the prepayment feature. In addition, these prepayments can
cause the price of a GNMA certificate originally purchased at a premium to
decline in price to its par value, which may result in a loss.

Guaranteed Investment Contracts ("GICs")

GICs are contracts issued by U.S. insurance companies. Pursuant to such
contracts, the Fund makes cash contributions to a deposit fund of the insurance
company's general account. The insurance company then credits to the Fund on a
monthly basis guaranteed interest at either a fixed, variable or floating rate.
Generally, GICs are not assignable or transferable without the permission of the
issuing insurance companies. For this reason, GICs are considered to be
illiquid investments.

Illiquid Securities

Illiquid securities are securities that cannot be disposed of within 7 days at
approximately the price at which they are being carried on a Fund's books. An
illiquid security includes a demand instrument with a demand notice period
exceeding 7 days, if there is no secondary market for such security, and
repurchase agreements with durations (or maturities) over 7 days in length.

Investment Company Shares

Under applicable regulations, the Funds are generally prohibited from acquiring
the securities of other investment companies if, as a result of such
acquisition, the Funds own more than 3% of the total voting stock of the
company; securities issued by any one investment company represent more than 5%
of the Fund's total assets; or securities (other than treasury stock) issued by
all investment companies represent more than 10% of the total assets of the
Funds.

The Trust has received an exemptive order from the Securities and Exchange
Commission ("SEC") to permit the Funds to invest in shares of the Money Market
Funds. Pursuant to this order, each Fund is permitted to invest in shares of
the Money Market Funds for cash management purposes, provided that the Advisor
and any of its affiliates waive management fees and other expenses with respect
to Fund assets invested therein.

It is the position of the staff of the SEC that certain nongovernmental issuers
of CMOs and REMICs constitute investment companies under the Investment Company
Act of 1940 ("1940 Act"), and either (a) investments in such instruments are
subject to the limitations set forth above

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<PAGE>

or (b) the issuers of such instruments have been granted orders from the SEC
exempting such instruments from the definition of investment company.

Loan Participations

Loan participations are interests in loans to U.S. corporations which are
administered by the lending bank or agent for a syndicate of lending banks, and
sold by the lending bank or syndicate member ("intermediary bank"). In a loan
participation, the borrower corporation will be deemed to be the issuer of the
participation interest except to the extent a Fund derives its rights from the
intermediary bank. Because the intermediary bank does not guarantee a loan
participation in any way, a loan participation is subject to the credit risks
generally associated with the underlying corporate borrower. In the event of
the bankruptcy or insolvency of the corporate borrower, a loan participation may
be subject to certain defenses that can be asserted by such borrower as a result
of improper conduct by the intermediary bank. In addition, in the event the
underlying corporate borrower fails to pay principal and interest when due, a
Fund may be subject to delays, expenses and risks that are greater than those
that would have been involved if the Fund had purchased a direct obligation of
such borrower. Under the terms of a loan participation, a Fund may be regarded
as a creditor of the intermediary bank (rather than of the underlying corporate
borrower), so that the Fund may also be subject to the risk that the
intermediary bank may become insolvent. The secondary market, if any, for these
loan participations is limited.

Master Limited Partnerships

Master limited partnerships are public limited partnerships composed of (i)
assets spun off from corporations or (ii) private limited partnerships. Master
limited partnerships are formed by reorganizing corporate assets or private
partnerships as public limited partnerships combining various investment
objectives. Interests in master limited partnerships are represented by
depositary receipts traded in the secondary market. Because limited partners
have no active role in management, the safety of a limited partner's investment
in a master limited partnership depends upon the management ability of the
general partner.

Money Market Instruments

Money market instruments include certificates of deposit, commercial paper,
bankers' acceptances, Treasury bills, time deposits, repurchase agreements and
shares of money market funds.

Mortgage-Backed Securities

Mortgage-backed securities are instruments that entitle the holder to a share of
all interest and principal payments from mortgages underlying the security. The
mortgages backing these securities include conventional thirty-year fixed rate
mortgages, graduated payment mortgages, balloon mortgages and adjustable rate
mortgages.

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<PAGE>

Government Pass-Through Securities: These are securities that are issued or
guaranteed by a U.S. Government agency representing an interest in a pool of
mortgage loans. The primary issuers or guarantors of these mortgage-backed
securities are GNMA, Fannie Mae and FHLMC. GNMA, Fannie Mae and FHLMC guarantee
timely distributions of interest to certificate holders. GNMA and Fannie May
also guarantee timely distributions of scheduled principal. Fannie Mae and
FHLMC obligations are not backed by the full faith and credit of the U.S.
Government as GNMA certificates are, but Fannie Mae and FHLMC securities are
supported by the instrumentalities' right to borrow from the U.S. Treasury.

Private Pass-Through Securities: These are mortgage-backed securities issued by
a non-governmental entity, such as a trust or corporation. These securities
include collateralized mortgage obligations ("CMOs") and real estate mortgage
investment conduits ("REMICs"). While they are generally structured with one or
more types of credit enhancement, private pass-through securities typically lack
a guarantee by an entity having the credit status of a governmental agency or
instrumentality.

In a CMO, series of bonds or certificates are usually issued in multiple
classes. Principal and interest paid on the underlying mortgage assets may be
allocated among the several classes of a series of a CMO in a variety of ways.
Principal payments on the underlying mortgage assets may cause CMOs to be
retired substantially earlier then their stated maturities or final distribution
dates, resulting in a loss of all or part of any premium paid.

A REMIC is a CMO that qualifies for special tax treatment under the Internal
Revenue Code and invests in certain mortgages principally secured by interests
in real property. Investors may purchase beneficial interests in REMICs, which
are known as "regular" interests, or "residual" interests, Guaranteed REMIC
pass-through certificates ("REMIC Certificates") issued by Fannie Mae or FHLMC
represent beneficial ownership interests in a REMIC trust consisting principally
of mortgage loans or Fannie Mae. FHLMC or GNMA-guaranteed mortgage
pass,,through certificates. For FHLMC REMIC Certificates, FHLMC guarantees the
timely payment of interest, and also guarantees the payment of principal as
payments are required to be made on the underlying mortgage participation
certificates.

Stripped Mortgage-Backed Securities ("SMBs"): SMBs are usually structured with
two classes that receive specified proportions of the monthly interest and
principal payments from a pool of mortgage securities. One class may receive all
of the interest payments and is thus termed an interest-only class ("IO"), while
the other class may receive all of the principal payments and is thus termed the
principal-only class ("PO"). The value of IOs tends to increase as rates rise
and decrease as rates fall; the opposite is true of Pos. SMBs are extremely
sensitive to changes in interest rates because of the impact thereon of
prepayment of principal on the underlying mortgage securities.

Investors purchasing such CMOs in the shortest maturities receive or are
credited with their pro rata portion of the scheduled payments of interest and
principal on the underlying mortgages plus all unscheduled prepayments of
principal up to a predetermined portion of the total CMO obligation. Until
that portion of such CMO obligation is repaid, investors in the longer
maturities

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<PAGE>

receive interest only. Accordingly, the CMOs in the longer maturity series are
less likely than other mortgage pass-throughs to be prepaid prior to their
stated maturity. Although some of the mortgages underlying CMOs may be supported
by various types of insurance, and some CMOs may be backed by GNMA certificates
or other mortgage pass-throughs issued or guaranteed by U.S. Government agencies
or instrumentalities, the CMOs themselves are not generally guaranteed. FHLMC
has in the past guaranteed only the ultimate collection of principal of the
underlying mortgage loan; however, FHLMC now issues mortgage-backed securities
(FHLMC Gold PCS) which also guarantee timely payment of monthly principal
reductions. Government and private guarantees do not extend to the securities'
value, which is likely to vary inversely with fluctuations in interest rates.

A Fund also may invest in parallel pay CMOs and Planned Amortization Class CMOs
("PAC Bonds"). Parallel pay CMOs are structured to provide payments of
principal on each payment date to more than one class. These simultaneous
payments are taken into account in calculating the stated maturity date or final
distribution date of each class, which, as with other CMO structures, must be
retired by its stated maturity date or final distribution date, but may be
retired earlier. PAC Bonds are always parallel pay CMOs with the required
principal payment on such securities having the highest priority after interest
has been paid to all classes.

Municipal Securities

Municipal securities consist of (i) debt obligations issued by or on behalf of
public authorities to obtain funds to be used for various public facilities, for
refunding outstanding obligations, for general operating expenses, and for
lending such funds to other public institutions and facilities, and (ii) certain
private activity and industrial development bonds issued by or on behalf of
public authorities to obtain funds to provide for the construction, equipment,
repair, or improvement of privately operated facilities. General obligation
bonds are backed by the taxing power of the issuing municipality. Revenue bonds
are backed by the revenues of a project or facility; tolls from a toll bridge
for example. The payment of principal and interest on private activity and
industrial development bonds generally is dependent solely on the ability of
the facility's user to meet its financial obligations and the pledge, if any, of
real and personal property so financed as security for such payment.

Municipal securities include both municipal notes and municipal bonds.
Municipal notes include general obligation notes, tax anticipation notes,
revenue anticipation notes, bond anticipation notes, certificates of
indebtedness, demand notes, and construction loan notes. Municipal bonds
include general obligation bonds, revenue or special obligation bonds, private
activity and industrial development bonds.

A Fund's investments in any of the notes described above is limited to those
obligations (i) rated in the highest two rating categories by an NRSRO or (ii)
if not rated, of equivalent quality in the Advisor's judgment.

Municipal bonds must be rated in the highest four rating categories by an NRSRO
at the time of investment or, if unrated, must be deemed by the Advisor to have
essentially the same character-

15
<PAGE>

istics and quality as bonds rated in the above rating categories. The Advisor
may purchase industrial development and pollution control bonds if the interest
paid is exempt from federal income tax. These bonds are issued by or on behalf
of public authorities to raise money to finance various privately-operated
facilities for business and manufacturing, housing, sports, and pollution
control. These bonds are also used to finance public facilities such as
airports, mass transit systems, ports and parking facilities. The payment of the
principal and interest on such bonds is dependent solely on the ability of the
facility's user to meet its financial obligations and the pledge, if any, of
real and personal property so financed as security for such payment.

Obligations of Supranational Entities

Supranational entities are entities established through the joint participation
of several governments, and include the Asian Development Bank, Inter-American
Development Bank, International Bank for Reconstruction and Development (World
Bank), African Development Bank, European Economic Community, European
Investment Bank and Nordic Investment Bank. The governmental members, or
"stockholders," usually make initial capital contributions to the supranational
entity and in many cases are committed to make additional capital contributions
if the supranational entity is unable to repay its borrowings.

Options

A put option gives the purchaser the right to sell, and the writer the
obligation to buy, the underlying security at any time during the option period.
A call option gives the purchaser the right to buy, and the writer the
obligation to sell, the underlying security at any time during the option
period. The premium paid to the writer is the consideration for undertaking the
obligations under the option contract.

A Fund may purchase put and call options to protect against a decline in the
market value of the securities in its portfolio or to protect against an
increase in the cost of securities that the Fund may seek to purchase in the
future. A Fund purchasing put and call options pays a premium therefor. If
price movements in the underlying securities are such that exercise of the
options would not be profitable for a Fund, loss of the premium paid may be
offset by an increase in the value of the Fund's securities or by a decrease in
the cost of acquisition of securities by the Fund.

A Fund may write covered put and call options as a means of increasing the yield
on its portfolio and as a means of providing limited protection against
decreases in its market value. When a Fund sells an option, if the underlying
securities do not increase or decrease to a price level that would make the
exercise of the option profitable to the holder thereof, the option generally
will expire without being exercised and the Fund will realize as profit the
premium received for such option. When a call option of which a Fund is the
writer is exercised, the Fund will be required to sell the underlying securities
to the option holder at the strike price, and will not participate in any
increase in the price of such securities above the strike price. When a put
option of which a Fund is the writer is exercised, the Fund will be required to
purchase the underlying securities at the strike price. which may be in excess
of the market value of such securities.

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<PAGE>

A Fund may purchase and write options on an exchange or over-the-counter. Over-
the-counter options ("OTC options") differ from exchange-traded options in
several respects. They are transacted directly with dealers and not with a
clearing corporation, and therefore entail the risk of non-performance by the
dealer. OTC options are available for a greater variety of securities and for a
wider range of expiration dates and exercise prices than are available for
exchange-traded options. Because OTC options are not traded on an exchange,
pricing is done normally by reference to information from a market maker. It is
the position of the SEC that OTC options are illiquid.

A Fund may purchase and write put and call options on foreign currencies (traded
on U.S. and foreign exchanges or over-the-counter markets) to manage its
exposure to exchange rates. Call options on foreign currency written by a Fund
will be "covered," which means that the Fund will own an equal amount of the
underlying foreign currency. With respect to put options on foreign currency
written by a Fund, the Fund will establish a segregated account with its
custodian bank consisting of cash or liquid assets in an amount equal to the
amount the Fund would be required to pay upon exercise of the put.

A Fund may purchase and write put and call options on indices and enter into
related closing transactions. Put and call options on indices are similar to
options on securities except that options on an index give the holder the right
to receive, upon exercise of the option, an amount of cash if the closing level
of the underlying index is greater than (or less than, in the case of puts) the
exercise price of the option. This amount of cash is equal to the difference
between the closing price of the index and the exercise price of the option,
expressed in dollars multiplied by a specified number. Thus, unlike options on
individual securities, all settlements are in cash, and gain or loss depends on
price movements in the particular market represented by the index generally,
rather than the price movements in individual securities. All options written
on indices must be covered. When a Fund writes an option on an index, it will
establish a segregated account containing cash or liquid assets with its
custodian in an amount at least equal to the market value of the option and will
maintain the account while the option is open or will otherwise cover the
transaction.

Whenever a Fund is required to establish a segregated account, notations on the
books of the Trust's custodian are sufficient to constitute a segregated
account.

Risks associated with options transactions include: (1) the success of a hedging
strategy may depend on an ability to predict movements in the prices of
individual securities, fluctuations in markets and movements in interest rates;
(2) there may be an imperfect correlation between the movement in prices of
options and the securities underlying them; (3) there may not be a liquid
secondary market for options; and (4) while a Fund receives a premium when it
writes covered call options, it may not participate fully in a rise in the
market value of the underlying security. A Fund may choose to terminate an
option position by entering into a closing transaction. The ability of a Fund
to enter into closing transactions depends upon the existence of a liquid
secondary market for such transactions.

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<PAGE>

Put and call options may be used by a Fund from time to time as the Advisor
deems to be appropriate, except as limited by each Fund's investment
restrictions. Options are not be used for speculative purposes. Among the
strategies the Advisor may use are: protective puts on stocks owned by a Fund,
buying calls on stocks a Fund is attempting to buy and writing covered calls on
stocks a Fund owns.

A put option gives the purchaser of the option the right to sell, and the writer
the obligation to buy, the underlying security at any time during the option
period. A call option gives the purchaser of the option the right to buy, and
the writer of the option the obligation to sell, the underlying security at any
time during the option period. The premium paid to the writer is the
consideration for undertaking the obligations under the option contract. The
initial purchase (sale) of an option contract is an "opening transaction". In
order to close out an option position, a Fund may enter into a "closing
transaction" -- the sale (purchase) of an option contract on the same security
with the same exercise price and expiration date as the option contract
originally opened.

A Fund may buy protective put options from time to time on such portion of its
assets as the Advisor determines is appropriate in seeking the Fund's investment
objective. The advantage to the Fund of buying the protective put is that if
the price of the stock falls during the option period, the Fund may exercise the
put and receive the higher exercise price for the stock. However, if the
security rises in value, the Fund will have paid a premium for the put which
will expire unexercised.

A Fund may buy call options from time to time as the Advisor determines is
appropriate in seeking the Fund's investment objective. The Fund may elect to
buy calls on stocks that the Fund is trying to buy. The advantage of the Fund
buying the fiduciary call is that if the price of the stock rises during the
option period, the Fund may exercise the call and buy the stock for the lower
exercise price. If the security falls in value, the Fund will have paid a
premium for the call (which will expire worthless) but will be able to buy the
stock at a lower price.

A Fund may write covered call options from time to time on such portion of its
assets as the Advisor determines is appropriate in seeking the Fund's investment
objective. The advantage to the Fund of writing covered call options is that
the Fund receives a premium which is additional income. However, if the
security rises in value, the Fund may not fully participate in the market
appreciation.

During the option period, a covered call option writer may be assigned an
exercise notice by the broker-dealer through whom such call option was sold
requiring the writer to deliver the underlying security against payment of the
exercise price. This obligation is terminated upon the expiration of the option
period or at such earlier time in which the writer effects a closing purchase
transaction. A closing purchase transaction is one in which a Fund, when
obligated as a writer of an option, terminates its obligation by purchasing an
option of the same series as the option previously written. A closing purchase
transaction cannot be effected with respect to an option once the option writer
has received an exercise notice for such option.

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A Fund may write covered put and call options as a means of increasing the yield
on its portfolio and as a means of providing limited protection against
decreases in its market value. When a Fund sells an option, if the underlying
securities do not increase or decrease to a price level that would make the
exercise of the option profitable to the holder thereof, the option generally
will expire without being exercised and the Fund will realize as profit the
premium received for such option. When a call option of which a Fund is the
writer is exercised, the Fund will be required to sell the underlying securities
to the option holder at the strike price, and will not participate in any
increase in the price of such securities above the strike price. When a put
option of which a Fund is the writer is exercised, the Fund will be required to
purchase the underlying securities at the strike price, which may be in excess
of the market value of such securities.

The market value of an option generally reflects the market price of an
underlying security. Other principal factors affecting market value include
supply and demand, interest rates, the pricing volatility of the underlying
security and the time remaining until the expiration date.

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Real Estate Investing

Investments in companies in the real estate industry may be subject to the risks
associated with the direct ownership of real estate. These risks include: the
cyclical nature of real estate values; risks related to general and local
economic conditions; overbuilding and increased competition; increases in
property taxes and operating expenses; demographic trends and variations in
rental income; changes in zoning laws; casualty or condemnation losses;
environmental risks; regulatory limitations on rents; changes in neighborhood
values; related party risks; changes in the appeal of properties to tenants;
increases in interest rates; and other real estate capital market influences.
Generally, increases in interest rates increase the costs of obtaining
financing, which could directly and indirectly decrease the value of a Fund's
investments. A Fund's share price and investment return may fluctuate, and a
shareholder's investment when redeemed may be worth more or less than its
original cost. Certain of these securities that are issued by foreign companies
may be subject to the risks associated with investing in foreign securities in
addition to the risks associated with the direct ownership of real estate.

Real Estate Investment Trust (REITs)

REITs may be affected by changes in the value of their underlying properties and
by defaults by borrowers or tenants. Mortgage REITs may be affected by the
quality of the credit extended. Furthermore, REITs are dependent on specialized
management skills. Some REITs may have limited diversification and may be
subject to risks inherent in investments in a limited number of properties, in a
narrow geographic area, or in a single property type. REITs depend generally on
their ability to generate cash flow to make distributions to shareholders or
unitholders, and may be subject to defaults by borrowers and to self-
liquidations. In addition, the performance of a REIT may be affected by its
failure to qualify for tax-free pass-through of income under the Internal
Revenue Code of 1986, as amended (the "Code"), or its failure to maintain
exemption from registration under the 1940 Act. Rising interest rates may cause
the value of the debt securities in which a Fund may invest to fall.
Conversely, falling interest rates may cause their value to rise. Changes in
the value of portfolio securities does not necessarily affect cash income
derived from these securities but will effect a Fund's net asset value.

Receipts

Receipts are interests in separately traded interest and principal component
parts of U.S. Treasury obligations that are issued by banks and brokerage firms
and are created by depositing U.S. Treasury obligations into a special account
at a custodian bank. The custodian holds the interest and principal payments
for the benefit of the registered owners of the certificates or receipts. The
custodian arranges for the issuance of the certificates or receipts evidencing
ownership and maintains the register. Receipts are sold as zero coupon
securities which means that they are sold at a substantial discount and redeemed
at face value at their maturity date without interim cash payments of interest
or principal. This discount is amortized over the life of the security, and
such amortization will constitute the income earned on the security for both
accounting and tax purposes. Because of these features, receipts may be subject
to greater price volatility than interest paying U.S. Treasury obligations.
Receipts include "Treasury Receipts" ("TRs"),

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<PAGE>

"Treasury Investment Growth Receipts" ("TIGRs"), and "Certificates of Accrual on
Treasury Securities" ("CATS").

Repurchase Agreements

Repurchase agreements are agreements by which a person (e.g., a Fund) obtains a
security and simultaneously commits to return the security to the seller
(primary securities dealer recognized by the Federal Reserve Bank of New York or
a national member bank as defined in Section 3(d)(1) of the Federal Deposit
Insurance Act, as amended) at an agreed upon price (including principal and
interest) on an agreed upon date within a number of days (usually not more than
seven) from the date of purchase. The resale price reflects the purchase price
plus an agreed upon market rate of interest which is unrelated to the coupon
rate or maturity of the underlying security. A repurchase agreement involves
the obligation of the seller to pay the agreed upon price, which obligation is
in effect secured by the value of the underlying security.

Repurchase agreements are considered to be loans by the Funds for purposes of
their investment limitations. The repurchase agreements entered into by the
Funds will provide that the underlying security at all times shall have a value
at least equal to 100% of the resale price stated in the agreement (the Advisor
monitors compliance with this requirement). Under all repurchase agreements
entered into by the Funds, the custodian or its agent must take possession of
the underlying collateral. However, if the seller defaults, the Funds could
realize a loss on the sale of the underlying security to the extent that the
proceeds of sale including accrued interest are less than the resale price
provided in the agreement including interest. In addition, even though the
Bankruptcy Code provides protection for most repurchase agreements, if the
seller should be involved in bankruptcy or insolvency proceedings, the Funds may
incur delay and costs in selling the underlying security or may suffer a loss of
principal and interest if the Funds are treated as an unsecured creditors and
required to return the underlying securities to the seller's estate.

Restraints on Investments by Money Market Funds

Investments by each Money Market Fund are subject to limitations imposed under
rules by Money Market Funds adopted by the SEC. Under SEC rules, money market
funds may acquire only obligations that present minimal credit risks and that
are "eligible securities," which generally means they are rated, at the time of
investment, by at least two NRSROs (one if it is the only organization rating
such obligation) in one of the two short-term rating categories or, if unrated,
determined to be of comparable quality. First tier securities are securities
that are rated by at least two NRSROs (one if it is the only organization rating
such securities) or an unrated security determined to be of comparable quality.
Second tier securities are eligible securities that do not qualify as first tier
securities. The Advisor will determine that an obligation presents minimal
credit risks or that unrated instruments are of comparable quality in accordance
with guidelines established by the Trustees. In addition, in the case of
taxable money market funds, no more than the greater of 1% of the Fund's total
assets or $1 million may be invested in second tier securities of any one
issuer.

Restricted Securities

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<PAGE>

Restricted securities are securities (including those of foreign issuers) that
may not be sold to the public without registration under the Securities Act of
1933 (the "1933 Act") absent an exemption from registration. Securities of
foreign issuers may be restricted. Up to 10% of a Fund's assets may consist of
restricted securities that are illiquid and the Advisor may invest up to an
additional 5% of the total assets of a Fund in restricted securities, provided
it determines that at the time of investment such securities are not illiquid
(generally, an illiquid security cannot be disposed of within seven days in the
ordinary course of business at its full value), based on guidelines and
procedures developed and established by the Board of Trustees of the Trust. The
Board of Trustees will periodically review such procedures and guidelines and
will monitor the Advisor's implementation of such procedures and guidelines.
Under these procedures and guidelines, the Advisor considers the frequency of
trades and quotes for the security, the number of dealers in, and potential
purchasers for, the securities, dealer undertakings to make a market in the
security and the nature of the security and of the marketplace trades.

Rights

Rights are instruments giving shareholders the right to purchase shares of newly
issued common stock below the public offering price before they are offered to
the public.

Securities Lending

Lending of portfolio securities is a common practice in the securities industry.
A Fund will engage in security lending arrangements with the primary objective
of increasing its income. For example, a fund may receive cash collateral and
it may invest it in short-term, interest-bearing obligations, but will do so
only to the extent that it will not lose the tax treatment available to mutual
funds. Lending portfolio securities involves risks that the borrower may fail
to return the securities or provide additional collateral. Also, voting rights
with respect to the loaned securities may pass with the lending of the
securities and efforts to call such securities promptly may be unsuccessful,
especially for foreign securities. A Fund may loan portfolio securities to
qualified broker-dealers or other institutional investors provided: (1) the
loan is secured continuously by collateral consisting of U.S. government
securities, letters of credit, cash or cash equivalents maintained on a daily
marked-to-market basis in an amount at least equal to the current market value
of the securities loaned; (2) the Fund may at any time call the loan and obtain
the return of the securities loaned; and (3) the Fund will receive any interest
or dividends paid on the loaned securities.

Securities loaned by a Fund pursuant to an agreement which requires collateral
to secure the loan are not made if, as a result, the aggregate amount of all
outstanding securities loans for the Fund exceed one-third of the value of a
Fund's total assets (including the value of the collateral) taken at fair market
value. A Fund continues to receive interest on the loaned securities while
simultaneously earning interest on the investment of the cash collateral in U.S.
Government securities. However, a Fund normally pays lending fees to such
broker-dealers and related expenses from the interest earned on invested
collateral. Loans are made only to borrowers deemed by the Advisor to be of
good standing and when, in the judgment of the Advisor, the

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<PAGE>

consideration which can be earned currently from such securities loans justifies
the attendant risk. Any loan may be terminated by either party upon reasonable
notice to the other party. The Funds may use an affiliate of the Advisor as a
broker in these transactions.

Short Sales

Selling securities short involves selling securities the seller (e.g., a Fund)
does not own (but has borrowed) in anticipation of a decline in the market price
of such securities. To deliver the securities to the buyer, the seller must
arrange through a broker to borrow the securities and, in so doing, the seller
becomes obligated to replace the securities borrowed at their market price at
the time of the replacement. In a short sale, the proceeds the seller receives
from the sale are retained by a broker until the seller replaces the borrowed
securities. The seller may have to pay a premium to borrow the securities and
must pay any dividends or interest payable on the securities until they are
replaced.

A Fund may sell securities short "against the box." A short sale is "against
the box" if, at all times during which the short position is open, the Fund owns
at least an equal amount of the securities or securities convertible into, or
exchangeable without further consideration for, securities of the same issuer as
the securities that are sold short.

A Fund may also maintain short positions in forward currency exchange
transactions, in which the Funds agree to exchange currency that does not own at
that time for another currency at a future date and specified price in
anticipation of a decline in the value of the currency sold short relative to
the currency that the Fund has contracted to receive in the exchange. To ensure
that any short position of a Fund is not used to achieve leverage, the Fund
establishes with its custodian a segregated account consisting of cash or liquid
assets equal to the fluctuating market value of the currency as to which any
short position is being maintained.

Whenever a Fund is required to establish a segregated account, notations on the
books of the Trust's custodian are sufficient to constitute a segregated
account.

Sovereign Debt Securities

Sovereign debt securities are debt securities issued by various foreign
governmental issuers. Investing in fixed and floating rate foreign sovereign
debt securities will expose a Fund to the direct or indirect consequences of
political, social or economic changes in the countries that issue the
securities. The ability and willingness of sovereign obligors in developing and
emerging market countries or the governmental authorities that control repayment
of their external debt to pay principal and interest on such debt when due may
depend on general economic and political conditions within the relevant country.
Countries such as those in which a Fund may invest have historically
experienced, and may continue to experience, high rates of inflation, high
interest rates, exchange rate or trade difficulties and extreme poverty and
unemployment. Many of these countries are also characterized by political
uncertainty or instability. Additional factors which may influence the ability
or willingness to service debt include, but are not limited to a country's cash
flow situation, the availability of sufficient foreign exchange on the date a
payment is due,

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<PAGE>

the relative size of its debt service burden to the economy as a whole and its
government's policy towards the International Monetary Fund, the World Bank and
other International agencies.

The ability of a foreign sovereign obligor to make timely payments on its
external debt obligations will also be strongly influenced by the obligor's
balance of payments, including export performance, its access to international
credits and investments, fluctuations in interest rates and the extent of its
foreign reserves. A country whose exports are concentrated in a few commodities
or whose economy depends on certain strategic imports would be vulnerable to
fluctuations in international prices of these commodities or imports. To the
extent that a country receives payment for its exports in currencies other than
dollars, its ability to make debt payments denominated in dollars could be
adversely affected. If a foreign sovereign obligor cannot generate sufficient
earnings from foreign trade to service it external debt, it may need to depend
on continuing loans and aid from foreign governments, commercial banks and
multilateral organizations, and inflows of foreign investment. The commitment
on the part of these foreign governments, multilateral organizations and others
to make such disbursements may be conditioned to the government's implementation
of economic reforms and/or economic performance and the timely service of its
obligations. Failure to implement such reforms, achieve such levels of economic
performance or repay principal or interest when due may result in the
cancellation of such third parties' commitment to lend funds which may further
impair the obligor's ability or willingness to timely service its debts.

Standby Commitments or Puts

Securities subject to standby commitments or puts permit the holder thereof to
sell the securities at a fixed price prior to maturity. Securities subject to a
standby commitment or put may be sold at any time at the current market price.
However, unless the standby commitment or put was an integral part of the
security as originally issued, it may not be marketable or assignable;
therefore, the standby commitment or put would only have value to the Fund
owning the security to which it relates. In certain cases, a premium may be
paid for a standby commitment or put, which premium has the effect of reducing
the yield otherwise payable on the underlying security.

The Advisor has the authority to purchase securities at a price which would
result in a yield to maturity lower than that generally offered by the seller at
the time of purchase when they can simultaneously acquire the right to sell the
securities back to the seller, the issuer, or a third party (the "writer") at an
agreed-upon price at any time during a stated period or on a certain date. Such
a right is generally called a "standby commitment" or a "put." The purpose of
engaging in transactions involving puts is to maintain flexibility and liquidity
to permit a Fund to meet redemptions and remain as fully invested as possible in
municipal securities. The Funds reserve the right to engage in put
transactions. The right to put the securities depends on the writer's ability
to pay for the securities at the time the put is exercised. The Funds will
limit their put transactions to institutions which the Advisor believes present
minimal credit risks, and the Advisor will use its best efforts to initially
determine and continue to monitor the financial strength of the sellers of the
options by evaluating their financial statements and such other information as
is available in the marketplace. It may, however, be difficult to monitor the
financial strength of the writers because adequate current financial information
may not be available. In

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<PAGE>

the event that any writer is unable to honor a put for financial reasons, the
Fund would be general creditor (i.e., on a parity with all other unsecured
creditors) of the writer. Furthermore, particular provisions of the contract
between the Fund and the writer may excuse the writer from repurchasing the
securities; for example, a change in the published rating of the underlying
municipal securities or any similar event that has an adverse effect on the
issuer's credit or a provision in the contract that the put will not be
exercised except in certain special cases, for example, to maintain portfolio
liquidity. The Fund could, however, at any time sell the underlying portfolio
security in the open market or wait until the portfolio security matures, at
which time it should realize the full par value of the security.

Securities purchased subject to a put may be sold to third persons at any time,
even though the put is outstanding, but the put itself, unless it is an integral
part of the security as originally issued, may not be marketable or otherwise
assignable. Therefore, the put would have value only to the Fund. Sale of the
securities to third parties or lapse of time with the put unexercised may
terminate the right to put the securities. Prior to the expiration of any put
option, the Fund could seek to negotiate terms for the extension of such an
option. If such a renewal cannot be negotiated on terms satisfactory to the
Fund, the Fund could sell the portfolio security. The maturity of the
underlying security will generally be different from that of the put. There
will be no limit to the percentage of portfolio securities that the Fund may
purchase subject to a put, but the amount paid directly or indirectly for puts
which are not integral parts of the security as originally issued which are held
by the Fund will not exceed 1/2 of 1% of the value of the total assets of such
Fund calculated immediately after any such put is acquired. For the purpose of
determining the "maturity" of securities purchased subject to an option to put,
and for the purpose of determining the dollar-weighted average maturity of the
Fund including such securities, the Trust will consider "maturity" to be the
first date on which it has the right to demand payment from the writer of the
put although the final maturity of the security is later than such date.

STRIPS

Separately traded interest and principal securities ("STRIPS") are component
parts of U.S. Treasury Securities traded through the Federal Book-Entry System.
The Advisor will purchase only STRIPS that it determines are liquid or, if
illiquid, that do not violate the Fund's investment policy concerning
investments in illiquid securities. Consistent with Rule 2a-7, the Advisor will
purchase for Money Market Funds only STRIPS that have a remaining maturity of
397 days or less. While there is no limitation on the percentage of a Fund's
assets that may be comprised of STRIPS, the Advisor will monitor the level of
such holdings to avoid the risk of impairing shareholders' redemption rights and
of deviations in the value of shares of the Money Market Funds.

Swaps, Caps, Floors and Collars

Interest rate swaps, mortgage swaps, currency swaps and other types of swap
agreements such as caps, floors and collars are designed to permit the purchaser
to preserve a return or spread on a particular investment or portion of its
portfolio, and to protect against any increase in the price of

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<PAGE>

securities the Fund anticipates purchasing at a later date. In a typical
interest rate swap, one party agrees to make regular payments equal to a
floating interest rate times a "notional principal amount," in return for
payments equal to a fixed rate times the same amount, for a specific period of
time. Swaps may also depend on other prices or rates, such as the value of an
index or mortgage prepayment rates.

Swap agreements are sophisticated hedging instruments that typically involve a
small investment of cash relative to the magnitude of risk assumed. As a
result, swaps can be highly volatile and have a considerable impact on a Fund's
performance. Swap agreements are subject to risks related to the counterparty's
ability to perform, and may decline in value if the counterparty's
creditworthiness deteriorates. A Fund may also suffer losses if it is unable to
terminate outstanding swap agreements or reduce its exposure through offsetting
transactions. Any obligation a Fund may have under these types of arrangements
are covered by setting aside cash or liquid assets in a segregated account. A
Fund enters into swaps only with counterparties believed to be creditworthy.

In a typical cap or floor agreement, the buyer of an interest rate cap obtains
the right to receive payments to the extent that a specific interest rate
exceeds an agreed-upon level, while the seller of an interest rate floor is
obligated to make payments to the extent that a specified interest rate falls
below an agreed-upon level. An interest rate collar combines elements of buying
a cap and selling a floor. In swap agreements, if a Fund agrees to exchange
payments in dollars for payments in foreign currency, the swap agreement would
tend to decrease the Fund's exposure to U.S. interest rates and increase its
exposure to foreign currency and interest rates. Caps and floors have an effect
similar to buying or writing options. Depending on how they are used, swap
agreements may increase or decrease the overall volatility of a Fund's
investment and their share price and yield. Swap agreements will tend to shift
a Fund's investment exposure from one type of investment to another. Depending
on how they are used, swap agreements may increase or decrease the overall
volatility of a Fund's investment and their share price and yield.

Unit Investment Trusts

A unit investment trust ("UIT") is a type of investment company. Investments in
UITs are subject to regulations limiting a Fund's acquisition of investment
company securities. Standard and Poor's Depositary Receipts ("SPDRs") DIAMONDS,
MDYs and similar investments are interests in UITs that may be obtained directly
from the UIT or purchased in the secondary market. SPDRs consist of a portfolio
of securities substantially similar to the component securities of the Standard
and Poor's 500 Composite Stock Price Index. DIAMONDS and MDYs consist of a
portfolio of securities substantially similar to the component securities of the
Dow Jones Industrial Average and of the Standard and Poor's MidCap 400 Index,
respectively.

The price of a UIT interest is derived and based upon the securities held by the
UIT. Accordingly, the level of risk involved in the purchase or sale of a UIT
interest is similar to the risk involved in the purchase or sale of traditional
common stock, with the exception that the pricing mechanism for UITs is based on
a basket of stocks. Disruptions in the markets for the securities underlying
UITs purchased or sold by a Fund could result in losses on UITs. Trading

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<PAGE>

in UITs involves risks similar to those risks, described above under "Options,"
involved in the writing of options on securities.

Interests in UITs are not individually redeemable, except upon termination of
the UIT. To redeem, a Fund must accumulate a certain amount of UIT interests.
The liquidity of small holdings of UITs, therefore, depends upon the existence
of a secondary market. Upon redemption of a UIT interest, a Fund receives
securities and cash identical to the deposit required of an investor wishing to
purchase a UIT interest that day.

U.S. Government Agency Obligations

Obligations issued or guaranteed by agencies of the U.S. Government, including,
among others, the Federal Farm Credit Bank, the Federal Housing Administration
and the Small Business Administration, and obligations issued or guaranteed by
instrumentalities of the U.S. Government, including, among others, the Federal
Home Loan Mortgage Corporation, the Federal Land Banks and the U.S. Postal
Service. Some of these securities are supported by the full faith and credit of
the U.S. Treasury (e.g., Government National Mortgage Association securities),
others are supported by the right of the issuer to borrow from the Treasury
(e.g., Federal Farm Credit Bank securities), while still others are supported
only by the credit of the instrumentality (e.g., Fannie Mae securities).
Guarantees of principal by agencies or instrumentalities of the U.S. Government
may be a guarantee of payment at the maturity of the obligation so that in the
event of a default prior to maturity there might not be a market and thus no
means of realizing on the obligation prior to maturity. Guarantees as to the
timely payment of principal and interest do not extend to the value or yield of
these securities nor to the value of the Fund's shares.

U.S. Treasury Obligations

U.S. Treasury obligations consist of bills, notes and bonds issued by the U.S.
Treasury, as well as separately traded interest and principal component parts of
such obligations, known as "Separately Traded Registered Interest and Principal
Securities" ("STRIPS"), that are transferable through the Federal book-entry
system.

Variable Amount Master Demand Notes

Variable amount master demand notes may or may not be backed by bank letters of
credit. These notes permit the investment of fluctuating amounts at varying
market rates of interest pursuant to direct arrangements between the Trust, as
lender, and the borrower. Such notes provide that the interest rate on the
amount outstanding varies on a daily, weekly or monthly basis depending upon a
stated short-term interest rate index. Both the lender and the borrower have
the right to reduce the amount of outstanding indebtedness at any time. There
is no secondary market for the notes. It is not generally contemplated that
such instruments will be traded.

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<PAGE>

Warrants

Warrants are instruments giving holders the right, but not the obligation, to
buy shares of a company at a given price usually higher than the market price at
the time of issuance during a specified period.

When-Issued Securities

When-issued or delayed delivery basis transactions involve the purchase of an
instrument with payment and delivery taking place in the future. Delivery of
and payment for these securities may occur a month or more after the date of the
purchase commitment. The interest rate realized on these securities is fixed as
of the purchase date and no interest accrues to the Fund before settlement.
These securities are subject to market fluctuations due to changes in market
interest rates, and it is possible that the market value at the time of
settlement could be higher or lower than the purchase price if the general level
of interest rates has changed. Although a Fund generally purchases securities
on a when-issued or forward commitment basis with the intention of actually
acquiring securities for its portfolio, a Fund may dispose of a when-issued
security or forward commitment prior to settlement if it deems appropriate.
When investing in when-issued securities, a Fund will not accrue income until
delivery of the securities and will invest in such securities only for purposes
of actually acquiring the securities and not for the purpose of leveraging.

The when-issued securities are subject to market fluctuation, and the purchaser
accrues no interest on the security during this period. The payment obligation
and the interest rate that will be received on the securities are each fixed at
the time the purchaser enters into the commitment.

The Funds segregate cash or liquid assets in an amount at least equal in value
to the Funds' commitments to purchase when-issued securities. If the value of
these assets declines, the Funds place additional liquid assets aside on a daily
basis so that the value of the assets set aside is equal to the amount of such
commitments. Consequently, the Funds do not use such purchases for leveraging.
Whenever a Fund is required to establish a segregated account, notations on the
books of the Trust's custodian are sufficient to constitute a segregated
account.

Zero Coupon Obligations

Zero coupon obligations are debt obligations that do not bear any interest, but
instead are issued at a deep discount from face value or par. The value of a
zero coupon obligations increases over time to reflect the interest accreted.
Such obligations will not result in the payment of interest until maturity, and
will have greater price volatility than similar securities that are issued at
face value or par and pay interest periodically.

INVESTMENT LIMITATIONS

Each Fund has adopted certain investment limitations which are fundamental and
may not be changed without approval by a majority vote of the Fund's outstanding
shares. The term

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<PAGE>

"majority of the Fund's outstanding shares" means the vote of (i) 67% or more of
the Fund's shares present at a meeting, if more than 50% of the outstanding
shares of the Fund are present or represented by proxy, or (ii) more than 50% of
the Fund's outstanding shares, whichever is less.

No Fund may:

1. Underwrite securities issued by others, except to the extent that a Fund
may be considered an underwriter within the meaning of the Securities Act
of 1933 in the disposition of shares of the Fund.

2. Issue senior securities (as defined in the 1940 Act) except in connection
with permitted borrowings as described below or as permitted by rule,
regulation or order of the SEC.

3. Borrow money, except that a Fund (a) may borrow money for temporary or
emergency purposes in an amount not exceeding 5% of the Fund's total assets
determined at the time of the borrowing and (b) may borrow money from banks
or by engaging in reverse repurchase agreements. Asset coverage of at
least 300% is required for all borrowings, except where a Fund has borrowed
money for temporary purposes in amounts not exceeding 5% of its total
assets.

4. Purchase or sell real estate or physical commodities, unless acquired as a
result of ownership of securities or other instruments (but this shall not
prevent a Fund from investing in securities or other instruments either
issued by companies that invest in real estate, backed by real estate or
securities of companies engaged in the real estate business).

No Equity, Fixed Income or Balanced Fund may:

1. Purchase securities of any issuer (except securities issued or guaranteed
by the United States, its agencies or instrumentalities and repurchase
agreements involving such securities) if as a result more than 5% of the
total assets of the Fund would be invested in the securities of such issuer
or more than 10% of the outstanding voting securities of such issuer would
be owned by the Fund. This restriction applies to 75% of the Fund's assets,
and does not apply to the Latin America Equity, International Fixed Income
or Real Estate Funds.

2. Purchase securities of any issuer (other than securities issued or
guaranteed by the U.S. Government or any of its agencies or
instrumentalities, repurchase agreements involving such securities, and,
with respect to the Real Estate Fund, investments in the real estate
industry) if, as a result, more than 25% of the total assets of the Fund
are invested in the securities of one or more issuers whose principal
business activities are in the same industry.

3. Make loans, except as permitted by the 1940 Act, and the rules and
regulations thereunder.

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<PAGE>

No Money Market Fund may:

1. Purchase securities of any issuer if, as a result, the Fund would violate
the diversification provisions of Rule 2a-7 under the 1940 Act.

2. Purchase securities of any issuer if, as a result, more than 25% of the
total assets of the Fund are invested in the securities of one or more
issuers whose principal business activities are in the same industry or
securities the interest upon which is paid from revenue of similar type
industrial development projects, provided that this limitation does not
apply to: (i) investment in obligations issued or guaranteed by the U.S.
Government or its agencies and instrumentalities or in repurchase
agreements involving such securities; (ii) obligations issued by domestic
branches of U.S. banks or U.S. branches of foreign banks subject to the
same regulations as U.S. banks; or (iii) tax-exempt securities issued by
government or political subdivisions of governments.

3. Make loans, except as permitted by the 1940 Act, and the rules and
regulations thereunder.

The foregoing percentages (except for the limitation on illiquid securities
below) apply at the time of the purchase of a security and shall not be
considered violated unless an excess occurs or exists immediately after and as a
result of a purchase of such security.

NON-FUNDAMENTAL POLICIES

No Fund may invest in illiquid securities in an amount exceeding, in the
aggregate, 15% of the Fund's net assets (except for all Money Market Funds for
which the limit is 10% of net assets).

For purposes of the Latin America Equity Fund's investment policies, Latin
American issuers means companies organized in, or for which the principal
securities trading market is in Latin America and (ii) companies, wherever
organized, that, in one of the last two fiscal years derived more than 50% of
their annual revenues or profits from goods produced, sales made or services
performed in Latin America.

For purposes of the Real Estate Fund's investment policies, a company is
"principally engaged" in the real estate industry if (i) it derives at least 50%
of its revenues or profits from the ownership, construction, management,
financing, or sale of residential, commercial, or industrial real estate, or
(ii) it has at least 50% of the fair market value of its assets invested in
residential, commercial, or industrial real estate. Companies in the real
estate industry may include, but are not limited to, REITs or other securitized
real estate investments, master limited partnerships that are treated as
corporations for Federal income tax purposes and that invest in interests in
real estate, real estate operating companies, real estate brokers or developers,
financial institutions that make or service mortgages, and companies with
substantial real estate holdings, such as lumber and paper companies, hotel
companies, residential builders and land-rich companies.

30
<PAGE>

A Fund may enter into futures contract transactions only to the extent that
obligations under such contracts represent less than 20% of the Fund's assets.
The aggregate value of option positions may not exceed 10% of a Fund's net
assets as of the time such options are entered into by a Fund.

MANAGEMENT OF THE FUND

TRUSTEES AND OFFICERS OF THE TRUST

The management and affairs of the Trust are supervised by the Trustees under the
laws governing business trusts in the Commonwealth of Massachusetts. The
Trustees have approved contracts under which certain companies provide essential
management, administrative and other services to the Trust. The Trustees and
executive officers of the Trust and their principal occupations for the last
five years are set forth below.

TIMOTHY J. LEACH (8/28/55) -- Chairman of the Board of Trustees, President and
Chief Executive Officer**-- Since February 1998, President, Chief Executive
Officer and Director of ABN AMRO Asset Management (USA) Inc., 208 S. LaSalle
Street, Chicago, Illinois 60604. President and Chief Executive Officer of ABN
AMRO Fund Services, Inc. President and Chief Investment Officer of Qualivest
Capital Management, Inc., March 1994 - February 1998.

ARNOLD F. BROOKSTONE (4/8/30) -- Trustee -- 950 N. Michigan Avenue, Chicago,
Illinois 60611. Retired. Executive Vice President, Chief Financial Officer and
Planning Officer of Stone Container Corporation [principal business to be
inserted], 1991-1995. Senior Vice President, Chief Financial Officer and
Planning Officer of Stone Container Corporation since 1981.

WILLIAM T. SIMPSON (7/26/27) -- Trustee -- 1318 Navajo Court, Louisville,
Kentucky. Consultant, PNC Bank of Kentucky (formerly Citizens Fidelity Bank and
Trust company) (a state chartered bank) since 1992.

ROBERT FIETLER (11/19/30) -- Trustee -- 179 East Lake Shore Drive, Chicago,
Illinois 60601. Chairman of Executive Committee, Board of Directors, Weyco
Group, Inc.[principal business to be inserted], since 1996. President and
Director, Weyco Group, Inc., 1968-1996.

RICHARD A. FRODSHAM (3/23/40) -- Executive Vice President** -- Since October
1997, Executive Vice President and Director of Marketing and Administration of
ABN AMRO Asset Management (USA) Inc., 208 S. LaSalle Street, Chicago, Illinois
60604. President of LaSalle Street Capital Management, Ltd., January 1997 -
September 1997. Senior Vice President of ABN AMRO Incorporated (formerly, ABN
AMRO Chicago Corporation, formerly, The Chicago Corporation), January 1994 -
Present.

31
<PAGE>

MICHAEL T. CASTINO (8/10/62) -- Vice President** -- Since July 1997, Vice
President, Fund Marketing, of ABN AMRO Asset Management (USA) Inc., 208 S.
LaSalle Street, Chicago, Illinois 60604. Assistant Vice President, Rembrandt
Product Manager of LaSalle National Bank (formerly, LaSalle National Trust,
N.A.), mid-1995 - July 1997. Director of Fund Marketing, Kemper Financial
Services, Inc., 1991 - mid-1995.

MARTHA CLEMONS (12/9/64) -- Vice President and Secretary** -- Since February
1998, Vice President, Secretary and Chief Counsel of ABN AMRO Asset Management
(USA) Inc., 208 S. LaSalle Street, Chicago, Illinois 60604. Secretary of ABN
AMRO Fund Services, Inc. Attorney, Securities and Exchange Commission, August
1991 - January 1998.

KATHRYN L. MARTIN (10/23/57) -- Vice President** -- Since March 1998, Senior
Vice President, Director of Compliance of ABN AMRO Asset Management (USA) Inc.,
208 S. LaSalle Street, Chicago, Illinois 60604. Vice President, ABN AMRO Asset
Management (USA) Inc. (formerly, LaSalle Street Capital Management, Ltd.), June
1995 - March 1998. Assistant Vice President, LaSalle Street Capital Management,
Ltd. (formerly, Chemical Investment Group), October 1989 - June 1995.

LAURIE LYNCH (8/3/61) -- Vice President** -- Since August 1997, Marketing
Associate, Fund Marketing of ABN AMRO Asset Management (USA) Inc., 208 S.
LaSalle Street, Chicago, Illinois 60604. Executive Assistant, LaSalle Street
Capital Management, Ltd., April 1996-August 1997. Municipal Underwriting
Assistant, Fidelity Capital Markets, August 1994-April 1996. Office
Administrator, The Choice for Staffing, mid-1992-August 1994.

ANN WEIS (2/5/62) -- Vice President** -- Since December 1997, Vice President,
Chief of Administration of ABN AMRO Asset Management (USA) Inc., 208 S. LaSalle
Street, Chicago, Illinois 60604. Assistant Vice President, ABN AMRO Asset
Management (USA) Inc., February 1997-December 1997. From September 1981 to
February 1997, she held accounting and operations positions at LaSalle Street
Capital Management, Ltd. (formerly, Chemical Investment Group and Investment and
Capital Management).

COLEEN DOWNS DINNEEN (12/16/60) -- Vice President and Assistant Secretary --
Counsel, Mutual Fund Legal Division, First Data Investor Services Group, Inc.,
53 State Street, Boston, Massachusetts 02109 since 1997. Vice-President,
Scudder, Stevens & Clark, Inc (an investment management firm). (1989-1996).

TERESA M.R. HAMLIN (12/9/63) -- Vice President and Assistant Secretary --
Counsel, Mutual Fund Legal Division, First Data Investor Services Group, Inc.,
53 State Street, Boston, Massachusetts 02109 since 1995. Prior to that time,
she was a paralegal manager with The Boston Company Advisors, Inc.

MICHAEL C. KARDOK ( ) -- Treasurer -- Since ______________, _____________
of __________________.

32
<PAGE>

DIANA TARNOW (11/16/62) -- Vice President and Assistant Treasurer -- Since 1997,
Vice President, Vice President, Treasury Department of First Data Investor
Services Group, Inc., 4400 Computer Drive, Westborough, Massachusetts 01581.
Prior to that time, she was Vice President of Financial Reporting and Tax. From
1989 to 1994, Ms. Tarnow served as Vice President of Financial Reporting and Tax
with The Boston Company Advisors, Inc.

JEFFREY MARSHALL ( ) -- Vice President and Assistant Treasurer -- Since
______, ____________ of First Data Investor Services Group, Inc., 53 State
Street, Boston, Massachusetts 02109.

THERESE M. HOGAN (2/27/62) -- Vice President and Assistant Treasurer -- Manager
(State Regulation) of First Data Investor Services Group, Inc., 53 State Street,
Boston, Massachusetts 02109 since June 1994. For more than eight years prior
thereto, a paralegal at Robinson & Cole in Hartford, Connecticut.

KAREN DEPOUTOT (10/7/66) -- Assistant Treasurer -- Director of Mutual Fund
Treasury and Assistant Treasurer for First Data Investor Services Group, Inc.
since June 1994. Prior to June 1994, Ms. Depoutot was a Senior Treasury Analyst
at The New England and an Assistant Vice President in the Mutual Fund Accounting
Department at The Boston Company Advisors, Inc.

JOHN H. GRADY, JR. (6/1/61) -- Assistant Secretary -- 1800 M Street, N.W.
Washington, DC 20036. Partner, Morgan, Lewis & Bockius LLP (law firm) since
1995; Associate, Morgan, Lewis & Bockius LLP, 1993-1995.

RICHARD W. GRANT (10/25/45) -- Assistant Secretary -- 2000 One Logan Square,
Philadelphia, Pennsylvania 19103-6993. Partner, Morgan, Lewis & Bockius LLP
(law firm) since 1989.

- ------------------
** This person is an "affiliated person" of both the Advisor and the Trust, as
the term is defined in the 1940 Act.

For the fiscal year ended December 31, 1998, the Trustees received the following
compensation:

<TABLE>
<CAPTION>
===================================================================================================
Total Compensation
Aggregate Pension or from Registrant and
Compensation Retirement Estimated Fund Complex Paid
From Registrant Benefits Accrued Annual Benefits to Directors for
Name of Person, for Fiscal Year as Part of Fund Upon Fiscal Year Ended
Position Ended 1998 Expenses Retirement 1998
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Arnold F. Brookstone, $_____ N/A N/A $______ for service
Trustee on one board
===================================================================================================
</TABLE>

33
<PAGE>

<TABLE>
<CAPTION>
========================================================================================================
Total Compensation
Aggregate Pension or from Registrant and
Compensation Retirement Estimated Fund Complex Paid
From Registrant Benefits Accrued Annual Benefits to Directors for
Name of Person, for Fiscal Year as Part of Fund Upon Fiscal Year Ended
Position Ended 1998 Expenses Retirement 1998
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
William T. Simpson, $_____ N/A N/A $______ for service
Trustee on one board
- --------------------------------------------------------------------------------------------------------
John A. Wing, None N/A N/A None
Trustee
- --------------------------------------------------------------------------------------------------------
Robert Fietler, N/A N/A N/A N/A
Trustee
- --------------------------------------------------------------------------------------------------------
Timothy Leach, None N/A N/A None
Trustee
========================================================================================================
</TABLE>

The Trust pays the fees for unaffiliated Trustees. Officers and affiliated
Trustees are not compensated by the Trust.

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

5% AND 25% SHAREHOLDERS [TO BE UPDATED]

As of ____________, the Trustees and officers of the Trust owned less than 1% of
the outstanding shares of the Trust.

As of [March 31,] 1999, the following persons were the only persons who were
record owners (or to the knowledge of the Trust, beneficial owners) of 5% or 25%
or more of the shares of the Funds. Persons who owned of record or beneficially
more than 25% of a Fund's outstanding shares may be deemed to control the Fund
within the meaning of the 1940 Act. The Trust believes that most of the shares
of the Common Class shares of the Funds were held for the record owner's
fiduciary, agency or custodial customers.

TREASURY MONEY MARKET FUND

LaSalle National Bank
Attn: Demand Note Desk
P.O. Box 1443
Chicago, IL 60690-1443

34
<PAGE>

GOVERNMENT MONEY MARKET FUND

LaSalle National Bank
Attn: Income Collection
P.O. Box 1443
Chicago, IL 60690-1443

LaSalle National Bank
P.O. Box 1443
Chicago, IL 60609-1443

ABN AMRO Incorporated
Attn: Control Department
208 S. LaSalle St.
Chicago, IL 60604-1001

MONEY MARKET FUND

LaSalle National Bank
Attn: Income Collection
P.O. Box 1443
Chicago, IL 60690-1443

ABN AMRO Incorporated
Attn: Control Department
208 S. LaSalle St.
Chicago, IL 60604-1001

TAX-EXEMPT MONEY MARKET FUND

LaSalle National Bank
P.O. Box 1443
Chicago, IL 60690-1443

ABN AMRO Incorporated
Attn: Control Department
208 S. LaSalle St.
Chicago, IL 60604-1001

FIXED INCOME FUND

LaSalle National Bank
P.O. Box 1443
Chicago, IL 60690-1443

35
<PAGE>

LaSalle National Bank
P.O. Box 1443
Chicago, IL 60609-1443

INTERMEDIATE GOVERNMENT FIXED INCOME FUND

LaSalle National Bank
P.O. Box 1443
Chicago, IL 60690-1443

TAX-EXEMPT FIXED INCOME FUND

LaSalle National Bank
P.O. Box 1443
Chicago, IL 60690-1443

INTERNATIONAL FIXED INCOME FUND

LaSalle National Bank
P.O. Box 1443
Chicago, IL 60690-1443

VALUE FUND

LaSalle National Bank
P.O. Box 1443
Chicago, IL 60690-1443

GROWTH FUND

LaSalle National Bank
P.O. Box 1443
Chicago, IL 60690-1443

36
<PAGE>

SMALL CAP GROWTH FUND

LaSalle National Bank
P.O. Box 1443
Chicago, IL 60690-1443

INTERNATIONAL EQUITY FUND

LaSalle National Bank
P.O. Box 1443
Chicago, IL 60690-1443

ASIAN TIGERS FUND

LaSalle National Bank
P.O. Box 1443
Chicago, IL 60690-1443

BALANCED FUND

LaSalle National Bank
P.O. Box 1443
Chicago, IL 60690-1443

LATIN AMERICA EQUITY FUND

LaSalle National Bank

37
<PAGE>

P.O. Box 1443
Chicago, IL 60690-1443

REAL ESTATE FUND

ABN AMRO Incorporated
Attn: Bill Thiel
208 S. LaSalle Street
Chicago, IL 60604-1001

ABN AMRO Incorporated
Attn: Mutual Fund Operations
208 S. LaSalle Street
Chicago, IL 60604-1001

INVESTMENT ADVISORY AND OTHER SERVICES

THE ADVISOR

The Trust and ABN AMRO Asset Management (USA) Inc., 208 South LaSalle Street,
Chicago, Illinois 60604 (the "Advisor"), have entered into an advisory agreement
(the "Advisory Agreement"). The Advisory Agreement provides that the Advisor
shall not be protected against any liability to the Trust or its shareholders by
reason of willful misfeasance, bad faith or gross negligence on its part in the
performance of its duties or from reckless disregard of its obligations or
duties thereunder.

The Advisor is a direct, wholly-owned subsidiary of ABN AMRO Capital Markets
Holding, Inc., which is an indirect, wholly-owned subsidiary of ABN AMRO Holding
N.V., a Netherlands company. The Administrator and Advisor are affiliated and
under the common control of ABN AMRO Holding N.V.

The continuance of the Advisory Agreement, after the first two years, must be
specifically approved at least annually (i) by the vote of the Trustees, and
(ii) by the vote of a majority of the Trustees who are not parties to the
Agreement or "interested persons" of any party thereto, cast in person at a
meeting called for the purpose of voting on such approval. The Advisory
Agreement will terminate automatically in the event of its assignment, and is
terminable at any time without penalty by the Trustees of the Trust or, with
respect to the Funds by a majority of the outstanding shares of the Funds, on
not less than 30 days' nor more than 60 days' written notice to the Advisor, or
by the Advisor on 90 days' written notice to the Trust.

38
<PAGE>

For the fiscal years ended December 31, 1996, 1997, and 1998, the Funds paid the
following advisory fees:

Net Fees Paid Fees waived
---------------------------- ----------------------------

Fund 1996 1997 1998 1996 1997 1998
===============================================================================
<S> <C> <C> <C> <C> <C> <C>
Treasury Money $ 291,794 $ 374,682 $235,779 $ 301,942
Market Fund
- -------------------------------------------------------------------------------
Government $ 448,001 $ 497,187 $ 0 $ 0
Money Market
Fund
- -------------------------------------------------------------------------------
Money Market $1,138,578 $1,386,860 $853,933 $1,040,154
Fund
- -------------------------------------------------------------------------------
Tax-Exempt $ 318,245 $ 484,301 $275,379 $ 413,335
Money Market
Fund
- -------------------------------------------------------------------------------
Fixed Income $ 625,690 $ 670,250 $125,138 $ 134,049
Fund
- -------------------------------------------------------------------------------
Intermediate $ 334,912 $ 268,185 $ 66,982 $ 53,637
Government
Fixed Income
Fund
- -------------------------------------------------------------------------------
Tax-Exempt $ 218,761 $ 194,948 $ 56,636 $ 43,866
Fixed Income
Fund
- -------------------------------------------------------------------------------
International $ 140,609 $ 136,701 $ 0 $ 0
Fixed Income
Fund
- -------------------------------------------------------------------------------
Limited * * * *
Volatility Fixed
Income Fund
- -------------------------------------------------------------------------------
Value Fund $1,170,294 $1,620,699 $ 0 $ 0
- -------------------------------------------------------------------------------
Growth Fund $ 723,113 $ 972,369 $ 0 $ 0
- -------------------------------------------------------------------------------
Small Cap $ 235,012 $ 319,968 $ 0 $ 0
Growth Fund
- -------------------------------------------------------------------------------
Small Cap Value * * * *
Fund
- -------------------------------------------------------------------------------
International $ 886,424 $ 972,268 $ 0 $ 0
Equity Fund
- -------------------------------------------------------------------------------
TransEurope * * * *
Fund
===============================================================================
</TABLE>

39
<PAGE>

Net Fees Paid Fees Waived
------------------------------ -----------------------------
Fund 1996 1997 1998 1996 1997 1998
===================================================================================
<S> <C> <C> <C> <C> <C> <C>

Asian Tigers $312,823 $393,065 $0 $0
Fund
- -----------------------------------------------------------------------------------
Latin America $ 44,270 $259,452 $0 $0
Equity Fund
- -----------------------------------------------------------------------------------
Real Estate Fund * $ 57 * $25
- -----------------------------------------------------------------------------------
Balanced Fund $391,615 $466,334 $0 $0
===================================================================================
</TABLE>

* Not in operation during the period.

[disclosure regarding credits, expense limitations and allocation method to be
added]

DISTRIBUTION AND SHAREHOLDER SERVICING

First Data Distributors, Inc., (the "Distributor"), a wholly-owned subsidiary of
First Data Corporation, 4400 Computer Drive, Westborough, Massachusetts 01581,
and the Trust are parties to a distribution agreement (the "Distribution
Agreement") dated March 2, 1998. The Distribution Agreement shall be reviewed
and ratified at least annually (i) by the Trustees or by the vote of a majority
of the outstanding shares of the Trust, and (ii) by the vote of a majority of
the Trustees of the Trust who are not parties to the Distribution Agreement or
"interested persons" (as defined in the 1940 Act) of any party to the
Distribution Agreement, cast in person at a meeting called for the purpose of
voting on such approval. The Distribution Agreement will terminate in the event
of any assignment, as defined in the 1940 Act, and is terminable with respect to
a particular Fund on not less than 60 days' notice by the Trustees, by vote of a
majority of the outstanding shares of such Fund or by the Distributor. Under
the Distribution Agreement, the Distributor has agreed to use its best efforts
in connection with the distribution of Fund shares. Fund shares are offered
continuously.

Rule 12b-1 Plan

The Trust has adopted a distribution plan for the Investor Shares of each Fund
(the "Distribution Plan") in accordance with the provisions of Rule 12b-1 under
the 1940 Act. Rule 12b-1 regulates the circumstances under which an
investment company may directly or indirectly bear expenses relating to the
distribution of its shares. Continuance of the Distribution Plan must be
approved annually by a majority of the Trustees of the Trust and by a majority
of the Trustees who are not "interested persons" of the Trust or the
Distributor, as that term is defined in the 1940 Act ("Disinterested Trustees").
The Distribution Plan requires that quarterly written reports of amounts spent
under the Distribution Plan and the purposes of such expenditures be furnished
to and reviewed by the Trustees. In accordance with Rule 12b-1 under the 1940
Act, the Distribution Plan may be terminated with respect to any Fund by a vote
of a majority of the Disinterested Trustees, or by a vote of a majority of the
outstanding shares of that Fund. The

40
<PAGE>

Distribution Plan may be amended by vote of the Trust's Board of Trustees,
including a majority of the Disinterested Trustees, cast in person at a meeting
called for such purpose, except that any change that would effect a material
increase in any distribution fee with respect to a Fund requires the approval of
that Fund's shareholders. All material amendments of the Plan will require
approval by a majority of the Trustees of the Trust and of the Disinterested
Trustees.

The Distribution Plan provides for payments to the Distributor at an annual rate
of .25% of the Investor Shares average daily net assets. This ongoing
distribution fee is calculated on each Fund's aggregate average daily net assets
attributable to its Investor Shares. From this amount, the Distributor may make
payments to financial institutions and intermediaries such as banks, savings and
loan associations, insurance companies, and investment counselors, broker-
dealers, and the Distributor's affiliates and subsidiaries as compensation for
services, reimbursement of expenses incurred in connection with distribution
assistance, or provision of shareholder services. The Distribution Plan is
characterized as a compensation plan and is not directly tied to expenses
incurred by the Distributor; the payments the Distributor receives during any
year may therefore be higher or lower than its actual expenses.

Prior to March 2, 1998, Rembrandt Financial Services Company ("RFS"), Oaks,
Pennsylvania 19456, served as the Trust's distributor. RFS is a wholly-owned
subsidiary of SEI Financial Services Company.

For the fiscal year ended December 31, 1998, the Funds paid the following
amounts pursuant to the Distribution Plan:

<TABLE>
<CAPTION>
=====================================================================
Distribution Amount Paid
Fund 1998
- ---------------------------------------------------------------------
<S> <C>

Treasury Money Market Fund $
- ---------------------------------------------------------------------
Government Money Market Fund $
- ---------------------------------------------------------------------
Money Market Fund $
- ---------------------------------------------------------------------
Tax-Exempt Money Market Fund $
- ---------------------------------------------------------------------
Fixed Income Fund $
- ---------------------------------------------------------------------
Intermediate Government Fixed Income Fund $
- ---------------------------------------------------------------------
Tax-Exempt Fixed Income Fund $
- ---------------------------------------------------------------------
International Fixed Income Fund $
- ---------------------------------------------------------------------
Limited Volatility Fixed Income Fund *
- ---------------------------------------------------------------------
Value Fund $
- ---------------------------------------------------------------------
Growth Fund $
- ---------------------------------------------------------------------
Small Cap Growth Fund $
- ---------------------------------------------------------------------
Small Cap Value Fund $
=====================================================================
</TABLE>

41
<PAGE>

<TABLE>
<CAPTION>
================================================================================
Distribution Amount Paid
Fund 1998
================================================================================
<S> <C>

International Equity Fund $
- --------------------------------------------------------------------------------
TransEurope Fund *
- --------------------------------------------------------------------------------
Real Estate Fund *
- --------------------------------------------------------------------------------
Asian Tigers Fund $
- --------------------------------------------------------------------------------
Latin America Equity Fund *
- --------------------------------------------------------------------------------
Balanced Fund $
================================================================================
</TABLE>

* Not in operation during the period.

The distribution-related services that may be provided under the Distribution
Plan include: incremental printing costs for reports, prospectuses, notices and
similar materials; advertising; cost of preparing, printing, and distributing
literature used in connection with the offering of shares; and expenses incurred
in the promotion and sale of shares. Certain state securities laws may require
those financial institutions providing such distribution services to register as
dealers pursuant to state law.

Except to the extent that the Administrator or Advisor benefitted through
increased fees from an increase in the net assets of the Trust which may have
resulted in part from the expenditures, no "interested person" of the Trust or
any Trustee of the Trust who is not an "interested person" of the Trust had a
direct or indirect financial interest in the operation of the Distribution Plan
or related agreements.

Shareholder Servicing Plan

The Trust has adopted a shareholder servicing plan for the Investor Shares of
each Fund (the "Shareholder Servicing Plan"). Under the Shareholder Servicing
Plan, the Trust pays a fee of .25% of the average daily net assets of the
Investor Shares. This fee is paid to the Distributor to perform, or to
compensate other service providers for performing, the following shareholder
services: maintaining client accounts; arranging for bank wires; responding to
client inquiries concerning services provided on investments; assisting clients
in changing dividend options, account designations and addresses; sub-
accounting; providing information on share positions to clients; forwarding
shareholder communications to clients; processing purchase, exchange and
redemption orders; and processing dividend payments. The Distributor may
voluntarily waive all or a portion of its shareholder servicing fee, and may
discontinue its waiver at any time.

It is possible that an intermediary may offer different classes of shares to its
customers and differing services to the classes, and thus receive compensation
with respect to different classes. Intermediaries also may charge separate fees
to their customers.

42
<PAGE>

The Funds may use the Distributor as a broker for the Funds' portfolio
transactions. The Distributor may receive compensation for its brokerage
services.

THE ADMINISTRATOR AND SUB-ADMINISTRATOR

ABN AMRO Fund Services, Inc. (the "Administrator") serves as the Administrator
for the Trust. The Administrator is an affiliate of the Advisor and both are
under common control of ABN AMRO Holding N.V., a Netherlands company. As
Administrator, it provides the Trust with administrative services, including
oversight and monitoring of the sub-administrator, transfer agent, distributor
and custodian. The Administrator is entitled to a fee, which is calculated
daily and paid monthly, at an annual rate of 0.15% of the average daily net
assets of the Fund.

Under the Administration Agreement: (i) the Administrator is entitled to
receive a fee at an annual rate of 0.15% of the average daily net assets of the
Funds; (ii) the Trust may withhold a portion of this fee in the event that the
Administrator fails to perform its duties according to the performance standards
as set forth in the Agreement; and (iii) the Trust agreed to pay the
Administrator $1,500,000 if the Trust terminates the Agreement within the first
year and $750,000 if the Trust terminates the Agreement in the second year.

The Administrator, a Delaware corporation, has its principal business offices at
208 South LaSalle Street, Chicago, Illinois 60604. ABN AMRO Holding N.V. and
its subsidiaries and affiliates, including the Administrator, are global
providers of financial services, including banking and investment management.

Prior to March 2, 1998, SEI Fund Resources (SEI) served as the Trust's
administrator. SEI, a Delaware business trust, has its principal offices at
Oaks, Pennsylvania 19456. SEI Investments Management Corporation, a wholly-
owned subsidiary of SEI Investments Company, is the owner of all beneficial
interest in SEI.

First Data Investor Services Group, Inc. serves as the Sub-Administrator for the
Trust. As Sub-Administrator it provides the Trust with sub-administrative
services, including fund accounting, regulatory reporting, necessary office
space, equipment, personnel and facilities. Compensation for these services is
paid under a Sub-Administrative and Fund Accounting Agreement with the
Administrator.

Under the Sub-Administration Agreement: (i) the Sub-Administrator is entitled
to receive a fee at an annual rate of 0.15% of the average daily net assets of
the Funds; (ii) the Administrator may withhold a portion of this fee in the
event that the Sub-Administrator fails to perform its duties according to the
performance standards as set forth in the Agreement; and (iii) the
Administrator agreed to pay the Sub-Administrator $1,500,000 if the
Administrator terminates the Agreement within the first year and $750,000 if the
Administrator terminates the Agreement in the second year.

From March 2, 1998 until June 30, 1998, Investor Services Group served as the
Trust's administrator. Investor Services Group, a Massachusetts corporation,
has its principal offices at

43
<PAGE>

4400 Computer Drive, Westborough, Massachusetts 01581. First Data Corporation
and its subsidiaries and affiliates, including Investor Services Group, are
leading providers of funds evaluation services, trust accounting systems, and
brokerage and information services to financial institutions, institutional
investors, and money managers.

For the fiscal years ended December 31, 1996, 1997, and 1998, the Funds paid the
following administrative fees:

<TABLE>
<CAPTION>
================================================================================
Net Fees Paid
-----------------------------------
Fund 1996 1997 1998
================================================================================
<S> <C> <C> <C>
Treasury Money Market Fund $226,103 $135,486
- --------------------------------------------------------------------------------
Government Money Market Fund $336,001 $176,620
- --------------------------------------------------------------------------------
Money Market Fund $853,933 $435,763
- --------------------------------------------------------------------------------
Tax-Exempt Money Market Fund $254,410 $180,324
- --------------------------------------------------------------------------------
Fixed Income Fund $187,707 $201,074
- --------------------------------------------------------------------------------
Intermediate Government Fixed Income Fund $100,473 $ 80,456
- --------------------------------------------------------------------------------
Tax-Exempt Fixed Income Fund $ 68,849 $ 59,704
- --------------------------------------------------------------------------------
International Fixed Income Fund $ 26,364 $ 25,631
- --------------------------------------------------------------------------------
Limited Volatility Fixed Income Fund * *
- --------------------------------------------------------------------------------
Value Fund $219,430 $303,868
- --------------------------------------------------------------------------------
Growth Fund $135,584 $182,319
- --------------------------------------------------------------------------------
Small Cap Growth Fund $ 44,065 $ 59,994
- --------------------------------------------------------------------------------
Small Cap Value Fund * *
- --------------------------------------------------------------------------------
International Equity Fund $132,965 $145,840
- --------------------------------------------------------------------------------
TransEurope Fund * *
- --------------------------------------------------------------------------------
Asian Tigers Fund $ 46,924 $ 58,960
- --------------------------------------------------------------------------------
Latin America Equity Fund $ 6,640 $ 38,918
- --------------------------------------------------------------------------------
Real Estate Fund * $ 12
- --------------------------------------------------------------------------------
Balanced Fund $ 83,917 $ 99,929
================================================================================
</TABLE>

* Not in operation during the period.

THE TRANSFER AGENT

44
<PAGE>

The Trust and First Data Investor Services Group (the "Transfer Agent"), 3200
Horizon Drive, King of Prussia, Pennsylvania 19406-0549, a wholly-owned
subsidiary of First Data Corporation, have entered into a transfer agency
agreement (the "Transfer Agency Agreement") dated May 11, 1998. Under the
Transfer Agency Agreement, the Transfer Agent is entitled to receive fees for
its services, which may be reduced in the event that the Transfer Agent fails to
meet certain performance standards set forth in the Agreement. Under the
Agreement, the Trust agreed to pay the Transfer Agent $1,500,000 if the Trust
terminates the Agreement within the first year and $750,000 if it terminates the
Agreement during the second year.

THE CUSTODIAN

The Chase Manhattan Bank, 270 Park Avenue, New York, New York 10017, acts as
custodian of the Trust. The Custodian holds cash, securities, and other assets
of the Trust as required by the Investment Company Act of 1940.

COUNSEL AND AUDITORS

Morgan, Lewis & Bockius LLP serves as counsel to the Trust. Ernst & Young LLP
serves as the independent auditors of the Trust.

BROKERAGE ALLOCATION AND OTHER PRACTICES

PORTFOLIO TRANSACTIONS

The Trust has no obligation to deal with any dealer or group of dealers in the
execution of trans actions in portfolio securities. Subject to policies
established by the Trustees, the Advisor is responsible for placing the orders
to execute transactions for the Fund. In placing orders, it is the policy of the
Trust to seek to obtain the best net results taking into account such factors as
price (including the applicable dealer spread), the size, type and difficulty of
the transaction involved, the firm's general execution and operational
facilities, and the firm's risk in positioning the securities involved. While
the Advisor generally seeks reasonably competitive spreads or commissions, the
Trust will not necessarily be paying the lowest spread or commission available.

The money market securities in which the Funds invest are traded primarily in
the over-the-counter market. Bonds and debentures are usually traded over-the-
counter, but may be traded on an exchange. The Advisor usually deals directly
with the dealers who make a market in the securities, unless better prices and
execution are available elsewhere. Such dealers usually are acting as principal
for their own account. On occasion, securities may be purchased directly from
the issuer. Money market securities are generally traded on a net basis and do
not normally involve either brokerage commissions or transfer taxes. The cost of
executing portfolio securities transactions of the Trust will primarily consist
of dealer spreads and underwriting commissions.

TRADING PRACTICES AND BROKERAGE

45
<PAGE>

The Advisor selects brokers or dealers to execute transactions for the purchase
or sale of portfolio securities on the basis of their judgment of the
professional capability of the brokers or dealers to provide the service. The
primary consideration is to have brokers or dealers execute transactions at best
price and execution. Best price and execution refer to many factors, including
the price paid or received for a security, the commission charged, the
promptness and reliability of execution, the confidentiality and placement
accorded the order and other factors affecting the overall benefit obtained by
the account on the transaction. The Trust's determination of what are reasonably
competitive rates is based upon the professional knowledge of its trading
department as to rates paid and charged for similar transactions throughout the
securities industry. In some instances, the Trust pays a minimal share
transaction cost when the transaction presents no difficulty. Some trades are
made on a net basis where the Trust either buys securities directly from the
dealer or sells them to the dealer. In these instances, there is no direct
commission charged but there is a spread (the difference between the buy and
sell price) which is the equivalent of a commission.

The Trust may allocate out of all commission business generated by all of the
Funds (and any other accounts under management by the Advisor), brokerage
business to brokers or dealers who provide brokerage and research services.
These research services include advice, either directly or through publications
or writings, as to the value of securities, the advisability of investing in,
purchasing or selling securities, and the availability of securities or
purchasers or sellers of securities; furnishing of analyses and reports
concerning issuers, securities or industries; providing information on economic
factors and trends; assisting in determining portfolio strategy; providing
computer software used in security analyses; and providing portfolio performance
evaluation and technical market analyses. Such services are used by the Advisor
in connection with their investment decision-making process with respect to one
or more funds and accounts managed by them, and may not be used exclusively with
respect to a fund or account generating the brokerage business.

As provided in the Securities Exchange Act of 1934 (the "1934 Act"), higher
commissions may be paid to broker-dealers who provide brokerage and research
services than to broker-dealers who do not provide such services if such higher
commissions are deemed reasonable in relation to the value of the brokerage and
research services provided. Although transactions are directed to broker-dealers
who provide such brokerage and research services, the Trust believes that the
commissions paid to such broker-dealers are not, in general, higher than
commissions that would be paid to broker-dealers not providing such services and
that such commissions are reasonable in relation to the value of the brokerage
and research services provided. In addition, portfolio transactions which
generate commissions or their equivalent are directed to broker-dealers who
provide daily portfolio pricing services to the Trust. Subject to best price and
execution, commissions used for pricing may or may not be generated by the funds
receiving the pricing service.

The Advisor may place a combined order for two or more accounts or Funds engaged
in the purchase or sale of the same security if, in their judgment, joint
execution is in the best interest of each participant and will result in best
price and execution. Transactions involving commingled orders are allocated in a
manner deemed equitable to each account or Fund. It is believed that an

46
<PAGE>

ability to participate in volume transactions will generally be beneficial to
the accounts and Funds. Although it is recognized that, in some cases, the joint
execution of orders could adversely affect the price or volume of the security
that a particular account or Fund may obtain, it is the opinion of the Advisor
and the Trust's Board of Trustees that the advantages of combined orders
outweigh the possible disadvantages of separate transactions.

Consistent with the Conduct Rules of the National Association of Securities
Dealers, Inc., and subject to seeking best price and execution, the Funds may
place orders with broker-dealers which have agreed to defray certain Trust
expenses such as custodian fees, and may, at the request of the Distributor,
give consideration to sales of shares of the Trust as a factor in the selection
of brokers and dealers to execute Trust portfolio transactions.

The Trust may execute brokerage or other agency transactions through an
affiliate of the Advisor, which is a registered broker-dealer, for commissions
in conformity with the 1940 Act, the 1934 Act and rules promulgated by the SEC.
Under these provisions, an affiliate of the Advisor is permitted to receive and
retain compensation for effecting portfolio transactions for the Trust on an
exchange. These rules further require that commissions paid to the Distributor
by the Trust for exchange transactions not exceed "usual and customary"
brokerage commissions. The rules define "usual and customary" commissions to
include amounts which are "reasonable and fair compared to the commission, fee
or other remuneration received or to be received by other brokers in connection
with comparable transactions involving similar securities being purchased or
sold on a securities exchange during a comparable period of time." In addition,
the Trust may direct commission business to one or more designated broker-
dealers in connection with such broker-dealers' provision of services to the
Trust or payment of certain Trust expenses (e.g., custody, pricing and
professional fees). The Trustees, including those who are not "interested
persons" of the Trust, have adopted procedures for evaluating the reasonableness
of commissions paid to the Distributor and will review these procedures
periodically.

For the fiscal year ended December 31, 1998, the Funds paid the following
brokerage fees:

<TABLE>
<CAPTION>
=================================================================================================================================
% of Total Total
Total $ % of Total of Brokerage Commissions Total $
Total $ Amount of Brokerage Transactions Paid to Amount
Amount of Brokerage Commissions Effected Affiliates in of Brokerage
Brokerage Commissions Paid to Through Connection Commissions
Fund Commissions Paid to Affiliates in Affiliated with Paid for
Paid in 1998 Affiliates in 1998 Brokers in Repurchase Research
1998 1998 Agreement in 1998
Transactions in
1998
=================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>

Intermediate $ $ % % $ $
Government Fixed
Income Fund
- ---------------------------------------------------------------------------------------------------------------------------------
Tax-Exempt Fixed $ $ % % $ $
Income Fund
- ---------------------------------------------------------------------------------------------------------------------------------
Fixed Income Fund $ $ % % $ $
=================================================================================================================================
</TABLE>

47
<PAGE>

<TABLE>
<CAPTION>
====================================================================================================================================
% of Total Total
Total $ % of Total of Brokerage Commissions Total $
Total $ Amount of Brokerage Transactions Paid to Amount
Amount of Brokerage Commissions Effected Affiliates in of Brokerage
Brokerage Commissions Paid to Through Connection Commissions
Fund Commissions Paid to Affiliates in Affiliated with Paid for
Paid in 1998 Affiliates in 1998 Brokers in Repurchase Research
1998 1998 Agreement in 1998
Transactions in
1998
====================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
International Fixed $ $ % % $ $
Income Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Limited Volatility Fixed * * * * * *
Income Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Value Fund $ $ % % $ $
- ------------------------------------------------------------------------------------------------------------------------------------
Growth Fund $ $ % % $ $
- ------------------------------------------------------------------------------------------------------------------------------------
Small Cap Growth $ $ % % $ $
Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Small Cap Value Fund
- ------------------------------------------------------------------------------------------------------------------------------------
International Equity $ $ % % $ $
Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Asian Tigers Fund $ $ % % $ $
- ------------------------------------------------------------------------------------------------------------------------------------
TransEurope Fund * * * * * *
- ------------------------------------------------------------------------------------------------------------------------------------
Latin America Equity $ $ % % $ $
Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Real Estate Fund $ $ % % $ $
- ------------------------------------------------------------------------------------------------------------------------------------
Balanced Fund $ $ % % $ $
- ------------------------------------------------------------------------------------------------------------------------------------
Tax-Exempt Money $ $ % % $ $
Market Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Money Market Fund $ $ % % $ $
- ------------------------------------------------------------------------------------------------------------------------------------
Treasury Money Market $ $ % % $ $
Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Government Money $ $ % % $ $
Market Fund
====================================================================================================================================
</TABLE>

* Not in operation during the period.

For the fiscal years ended December 31, 1996 and 1997, Funds paid the following
brokerage fees:

48
<PAGE>

<TABLE>
<CAPTION>
======================================================================================================
Total $ Amount of Brokerage Total $ Amount of Brokerage
Commissions Paid in Commissions Paid to Affiliates in
Fund 1996 1997 1996 1997
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Intermediate Government Fixed $ 0 $0
Income Fund
- ------------------------------------------------------------------------------------------------------
Tax-Exempt Fixed Income Fund $ 0 $0
- ------------------------------------------------------------------------------------------------------
Fixed Income Fund $ 0 $0
- ------------------------------------------------------------------------------------------------------
International Fixed Income Fund $ 0 $0
- ------------------------------------------------------------------------------------------------------
Limited Volatility Fixed Income * *
Fund
- ------------------------------------------------------------------------------------------------------
Value Fund $185,275 $0
- ------------------------------------------------------------------------------------------------------
Growth Fund $ 99,324 $0
- ------------------------------------------------------------------------------------------------------
Small Cap Growth Fund $ 89,340 $0
- ------------------------------------------------------------------------------------------------------
Small Cap Value Fund * *
- ------------------------------------------------------------------------------------------------------
International Equity Fund $ 80,851 $0
- ------------------------------------------------------------------------------------------------------
Asian Tigers Fund $109,083 $0
- ------------------------------------------------------------------------------------------------------
TransEurope Fund * *
- ------------------------------------------------------------------------------------------------------
Latin America Equity Fund $ 38,488 $0
- ------------------------------------------------------------------------------------------------------
Real Estate Fund * *
- ------------------------------------------------------------------------------------------------------
Balanced Fund $ 37,786 $0
- ------------------------------------------------------------------------------------------------------
Tax-Exempt Money Market Fund $ 0 $0
- ------------------------------------------------------------------------------------------------------
Money Market Fund $ 0 $0
- ------------------------------------------------------------------------------------------------------
Treasury Money Market Fund $ 0 $0
- ------------------------------------------------------------------------------------------------------
Government Money Market Fund $ 0 $0
======================================================================================================
</TABLE>
* Not in operation during the period.

The broker-dealers who execute transactions on behalf of the Funds and who are
affiliates of the Fund's Advisor are brokers in the ABN AMRO International
brokerage network. [In addition, the Funds executed brokerage trades through SEI
Financial Services Company, an affiliate of Rembrandt Financial Services Company
and SEI Fund Resources.]

[insert disclosure about regular broker-dealers, as required]

A portfolio turnover rate would exceed 100% if all of its securities, exclusive
of U.S. Government securities and other securities whose maturities at the time
of acquisition are one year or less are replaced in the period of one year.
Turnover rates may vary from year to year and may be affected by cash
requirements for redemptions and by requirements which enable a

49
<PAGE>

Fund to receive favorable tax treatment. A portfolio turnover rate of 100% or
more may result in higher transaction costs and additional taxes.

For the fiscal years ended December 31, 1997 and 1998, the portfolio turnover
rate for each Fund was:

<TABLE>
<CAPTION>
==================================================================
Turnover Rate
Fund 1997 1998
- ------------------------------------------------------------------
<S> <C> <C>
Value Fund 79%
- ------------------------------------------------------------------
Growth Fund 62%
- ------------------------------------------------------------------
Small Cap Growth Fund 170%
- ------------------------------------------------------------------
Small Cap Value Fund *
- ------------------------------------------------------------------
International Equity Fund 17%
- ------------------------------------------------------------------
TransEurope Fund *
- ------------------------------------------------------------------
Asian Tigers Fund 42%
- ------------------------------------------------------------------
Latin America Equity Fund 45%
- ------------------------------------------------------------------
Fixed Income Fund 233%
- ------------------------------------------------------------------
Intermediate Government Fixed Income Fund 283%
- ------------------------------------------------------------------
Tax-Exempt Fixed Income Fund 54%
- ------------------------------------------------------------------
International Fixed Income Fund 52%
- ------------------------------------------------------------------
Limited Volatility Fixed Income Fund *
- ------------------------------------------------------------------
Balanced Fund 111%
- ------------------------------------------------------------------
Real Estate Fund *
==================================================================
</TABLE>

* Not in operation during the period.

[additional portfolio turnover information -- to be added after annual report is
distributed, if required by the form]

DESCRIPTION OF THE TRUST

The Declaration of Trust authorizes the issuance of an unlimited number of
shares of the Funds each of which represents an equal proportionate interest in
that Fund with each other share. Shares are entitled upon liquidation to a pro
rata share in the net assets of the Funds. Share holders have no preemptive
rights. The Declaration of Trust provides that the Trustees of the Trust may
create additional series of shares. All consideration received by the Trust for
shares of any additional series and all assets in which such consideration is
invested would belong to that

50
<PAGE>

series and would be subject to the liabilities related thereto. Share
certificates representing shares will not be issued.

Each share held entitles the shareholder of record to one vote. Shareholders of
each Fund or class will vote separately on matters relating solely to that Fund
or class. As a Massachusetts business trust, the Trust is not required to hold
annual shareholder meetings but such meetings will be held from time to time to
seek approval for certain changes in the operation of the Trust and for the
election of Trustees under certain circumstances. In addition, a Trustee may be
removed by the remaining Trustees or by shareholders at a special meeting called
upon written request of shareholders owning at least 10% of the outstanding
shares of the Trust. In the event that such a meeting is requested, the Trust
will provide appropriate assistance and information to the shareholders
requesting the meeting.

The Trust pays its expenses, including fees of its service providers, audit and
legal expenses, expenses of preparing prospectuses, proxy solicitation material
and reports to shareholders, costs of custodial services and registering the
shares under Federal and state securities laws, pricing, insurance expenses,
litigation and other extraordinary expenses, brokerage costs, interest charges,
taxes and organization expenses.

PURCHASE AND REDEMPTION OF SHARES

It is currently the Trust's policy to pay for all redemptions in cash. The Trust
retains the right, however, to alter this policy to provide for redemptions in
whole or in part by a distribution in-kind of securities held by the Funds in
lieu of cash. Shareholders may incur brokerage charges and taxes on the sale of
any such securities so received in payment of redemptions. However, a
shareholder will at all times be entitled to aggregate cash redemptions from all
Funds of the Trust during any 90-day period of up to the lesser of $250,000 or
1% of the Trust's net assets.

Your purchase request may be canceled if the Custodian does not receive federal
funds before net asset value is determined on the next Business Day, and you
could be liable for any fees or expenses incurred by the Trust.

Purchase requests for the Money Market Funds submitted to the Transfer Agent
before 5:00 p.m., Eastern time, by accounts for which ABN AMRO North America,
Inc. or certain of its affiliates act in a fiduciary, agency, investment
advisory or custodian capacity, will become effective at the net asset value
determined as of 5:00 p.m., Eastern time, and will be entitled to receive the
dividend declared, on that same Business Day.

Exchange requests for the Money Market Funds submitted to the Transfer Agent
before 5:00 p.m., Eastern time, on behalf of accounts for which ABN AMRO North
America, Inc. or any of its affiliates act in a fiduciary, agency, investment
advisory or custodian capacity, will become effective at the net asset value
determined as of 5:00 p.m., Eastern time that same Business Day.

51
<PAGE>

Redemption requests for the Money Market Funds submitted to the Transfer Agent
before 5:00 p.m., Eastern Time, by accounts for which ABN AMRO North America,
Inc. or certain of its affiliates act in a fiduciary, agency, investment
advisory or custodian capacity, will become effective at the net asset value
determined as of 5:00 p.m., Eastern time that same Business Day.

A redemption request submitted by mail must be received by the Transfer Agent in
order to constitute a valid request for redemption. The Transfer Agent may
require that the signature on the written request be guaranteed by a bank which
is a member of the Federal Deposit Insurance Corporation, a trust company,
broker dealer, credit union (if authorized under state law), securities exchange
or association, clearing agency or savings association. This signature guarantee
requirement will be waived if all of the following conditions apply: (1) the
redemption is for $5,000 worth of shares or less, (2) the redemption check is
payable to the shareholder(s) of record, and (3) the redemption check is mailed
to the shareholder(s) at the address of record or to a commercial bank account
previously designated either on the Account Application or by written
instruction to the Transfer Agent.

You may redeem your Money Market Investor Shares by writing checks on your
account. Once you have signed and returned a signature card, you will receive a
supply of checks. A check may be made payable to any person, and your account
will continue to earn dividends until the check clears.

Because of the difficulty of determining in advance the exact value of a Fund
account, you may not use a check to close your account. The checks are free, but
your account may be charged a fee for stopping payment of a check upon your
request or if the check cannot be honored because of insufficient funds or other
valid reasons. If you write a check on your account for an amount below $100,
you will be charged a $5 processing fee.

The Trust reserves the right to suspend the right of redemption and/or to
postpone the date of payment upon redemption for any period on which trading on
the New York Stock Exchange is restricted, or during the existence of an
emergency (as determined by the SEC by rule or regulation) as a result of
disposal or valuation of the Fund's securities is not reasonably practicable, or
for such other periods as the SEC has by order permitted. The Trust also
reserves the right to suspend sales of shares of the Fund for any period during
which the New York Stock Exchange, the Advisor, the Administrator and/or the
Custodian are not open for business. Currently, the following holidays are
observed by the Trust: New Year's Day, Martin Luther King, Jr. Day, Presidents'
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Columbus Day,
Veterans Day, Thanksgiving Day and Christmas Day.

Neither the Trust nor the Transfer Agent will be responsible for any loss,
liability, cost or expense for acting upon wire instructions or upon telephone
instructions that it reasonably believes to be genuine. The Trust and the
Transfer Agent will each employ reasonable procedures to confirm that
instructions communicated by telephone are genuine, including requiring a form
of personal identification prior to acting upon instructions received by
telephone and recording telephone instructions. If market conditions are
extraordinarily active, or other extraordinary circumstances exist, and a
financial intermediary experiences difficulties placing

52
<PAGE>

redemption orders by telephone, the intermediary may wish to consider placing
the order by other means.

SHAREHOLDER LIABILITY

The Trust is an entity of the type commonly known as a "Massachusetts business
trust." Under Massachusetts law, shareholders of such a trust, under certain
circumstances, could be held personally liable as partners for the obligations
of the Trust. Even if, however, the Trust were held to be a partnership, the
possibility of shareholders incurring financial loss for that reason appears
remote because the Trust's Declaration of Trust contains an express disclaimer
of shareholder liability for obligations of the Trust and requires that notice
of such disclaimer be given in each agreement, obligation or instrument entered
into or executed by or on behalf of the Trust or the Trustees, and because the
Declaration of Trust provides for indemnification out of the Trust property for
any shareholder held personally liable for the obligations of the Trust.

DETERMINATION OF NET ASSET VALUE

The net asset value per share of the Funds is calculated by adding the value of
securities and other assets, subtracting liabilities and dividing by the total
number of outstanding shares. Although the methodology and procedures are
identical, the net asset value per share of Common Shares and Investor Shares
within the Funds may differ because of the distribution and shareholder
servicing expenses charged to Investor Shares.

The Money Market Funds

Securities of the Treasury Money Market, Government Money Market, Money Market
and Tax-Exempt Money Market Funds will be valued by the amortized cost method,
which involves valuing a security at its cost on the date of purchase and
thereafter (absent unusual circumstances) assuming a constant amortization to
maturity of any discount or premium, regardless of the impact of fluctuations in
general market rates of interest on the value of the instrument. While this
method provides certainty in valuation, it may result in periods during which a
security's value, as determined by this method, is higher or lower than the
price the Fund would receive if it sold the instrument. During periods of
declining interest rates, the daily yield of the Fund may tend to be higher than
a like computation made by a company with identical investments utilizing a
method of valuation based upon market prices and estimates of market prices for
all of its portfolio securities. Thus, if the use of amortized cost by the Fund
resulted in a lower aggregate portfolio value on a particular day, a prospective
investor in the Fund would be able to obtain a somewhat higher yield than would
result from investment in a company utilizing solely market values, and existing
investors in the Fund would experience a lower yield. The converse would apply
in a period of rising interest rates.

A Fund's use of amortized cost and the maintenance of the Fund's net asset value
at $1.00 are permitted by Rule 2a-7 under the 1940 Act, provided that certain
conditions are met. Rule 2a-7 also requires the Trustees to establish procedures
which are reasonably designed to stabilize the net asset value per share at
$1.00 for the Funds. Such procedures include the determination of

53
<PAGE>

the extent of deviation, if any, of the Funds' current net asset value per share
calculated using available market quotations from the Funds amortized cost price
per share at such intervals as the Trustees deem appropriate and reasonable in
light of market conditions and periodic reviews of the amount of the deviation
and the methods used to calculate such deviation. In the event that such
deviation exceeds 1/2 of 1%, the Trustees are required to consider promptly what
action, if any, should be initiated, and, if the Trustees believe that the
extent of any deviation may result in material dilution or other unfair results
to shareholders, the Trustees are required to take such corrective action as
they deem appropriate to eliminate or reduce such dilution or unfair results to
the extent reasonably practicable. Such actions may include the sale of
portfolio instruments prior to maturity to realize capital gains or losses or to
shorten average portfolio maturity; withholding dividends; redeeming shares in
kind; or establishing a net asset value per share by using available market
quotations. In addition, if the Funds incur a significant loss or liability, the
Trustees have the authority to reduce pro rata the number of shares of the Funds
in each shareholder's account and to offset each shareholder's pro rata portion
of such loss or liability from the shareholder's accrued but unpaid dividends or
from future dividends while each other Fund must annually distribute at least
90% of its investment company taxable income.

The Equity, Balanced and Fixed Income Funds

The securities of the Equity, Balanced and Fixed Income Funds are valued by the
Administrator pursuant to valuations provided by an independent pricing service.
The pricing service relies primarily on prices of actual market transactions as
well as trader quotations. However, the service may also use a matrix system to
determine valuations of fixed income securities, which system considers such
factors as security prices, yields, maturities, call features, ratings and
developments relating to specific securities in arriving at valuations. The
procedures of the pricing service and its valuations are reviewed by the
officers of the Trust under the general supervision of the Trustees.

TAXATION

The following is only a summary of certain income tax considerations generally
affecting a Fund and its shareholders, and is not intended as a substitute for
careful tax planning. Shareholders are urged to consult their tax advisers with
specific reference to their own tax situations, including their state and local
income tax liabilities.

Federal Income Tax

All Funds

This discussion of Federal income tax consequences is based on the Internal
Revenue Code of 1986 (the "Code"), and the regulations issued thereunder, in
effect on the date of this Statement of Additional Information. New legislation,
as well as administrative changes or court decisions, may change the conclusions
expressed herein, and may have a retroactive effect with respect to the
transactions contemplated herein. No attempt has been made to present a detailed
explanation of the Federal, state, or local income tax treatment of a Fund or
its shareholders. In

54
<PAGE>

addition, state and local tax consequences on an investment in a Fund may differ
from the Federal income tax consequences described below. Accordingly, you are
urged to consult your tax advisor regarding specific questions as to Federal,
state, and local income taxes.

Tax Status of the Funds

Each Fund is treated as a separate entity for Federal income tax purposes and is
not combined with the other Funds. Each Fund intends to qualify for the special
tax treatment afforded regulated investment companies as defined under
Subchapter M of the Code. As long as each Fund qualifies for this special tax
treatment, it will be relieved of Federal income tax on that part of its net
investment income and net capital gains (the excess of net long-term capital
gain over net short-term capital loss) which is distributed to shareholders.

In order to qualify for treatment as a RIC under the Code, each Fund must
distribute annually to its shareholders at least the sum of 90% of its net
investment income excludable from gross income plus 90% of its investment
company taxable income (generally, net investment income plus net short-term
capital gain) (the "Distribution Requirement") and also must meet several
additional requirements. Among these requirements are the following: (a) at
least 90% of a Fund's gross income each taxable year must be derived from
dividends, interest, payments with respect to securities loans, and gains from
the sale or other disposition of stock or securities, or certain other income;
and (b) diversify its holdings so that: (i) at the close of each quarter of a
Fund's taxable year, at least 50% of the value of its total assets must be
represented by cash and cash items, U.S. Government securities, securities of
other RICs and other securities, with such other securities limited, in respect
to any one issuer, to an amount that does not exceed 5% of the value of a Fund's
assets and that does not represent more than 10% of the outstanding voting
securities of such issuer; and (ii) at the close of each quarter of a Fund's
taxable year, not more than 25% of the value of its assets may be invested in
securities (other than U.S. Government securities or the securities of other
RICs) of any one issuer or of two or more issuers which are engaged in the same,
similar or related trades or businesses if the Fund owns at least 20% of the
voting power of such issuers.

Notwithstanding the Distribution Requirement described above, which only
requires a Fund to distribute at least 90% of its annual investment company
taxable income and does not require any minimum distribution of net capital gain
(the excess of net long-term capital gain over net short-term capital loss), a
Fund will be subject to a nondeductible 4% excise tax to the extent it fails to
distribute by the end of any calendar year 98% of its ordinary income for that
year and 98% of its capital gain net income for the one-year period ending on
October 31 of that year, plus certain other amounts. Each Fund intends to make
sufficient distributions to avoid liability for the 4% federal excise tax.

Tax Status of Distributions

Each Fund will distribute substantially all of its net investment income
(including, for this purpose, net short-term capital gain) to shareholders.
Distributions from net investment income will be taxable to you as ordinary
income whether received in cash or in additional shares. Any

55
<PAGE>

net capital gains will be distributed annually as capital gains and will be
treated as gain from the sale or exchange of capital asset held for more than
one year, regardless of how long you have held shares and regardless of whether
the distributions are received in cash or in additional shares. Each Fund will
notify you annually of the Federal income tax character of all distributions.

It is possible that a Fund may make a distribution in excess of the Fund's
current and accumulated earnings and profits. Such a "return of capital"
distribution is applied against and reduces the tax basis of your shares. The
excess of a return of capital distribution over the tax basis of your shares is
treated as gain from a sale of exchange of the shares.

Certain securities purchased by a Fund (such as STRIPS, TRS, TIGRs and CATS) are
sold at original issue discount, and thus do not make periodic cash interest
payments. A Fund will be required to include as part of its current income the
imputed interest on such obligations even though the Fund has not received any
interest payments on such obligations during that period. Because each Fund
distributes substantially all of its net investment income to shareholders, a
Fund may have to sell portfolio securities to distribute such income, which may
occur at a time when the Advisor would not have chosen to sell such securities
and which may result in a taxable gain or loss.

Income received on U.S. obligations is exempt from tax at the state level when
received directly by a Fund and may be exempt, depending on the state, when
received by you as income dividends from the Fund, provided certain state-
specific conditions are satisfied. Each Fund will inform you annually of the
percentage of income and distributions derived from U.S. obligations. You should
consult your tax advisor to determine whether any portion of the income
dividends received from a Fund is considered tax exempt in your particular
state.

Dividends declared by a Fund in October, November or December of any year and
payable to shareholders of record on a date in that month will be deemed to have
been paid by the Fund and received by shareholders on December 31 of that year,
if paid by the Fund at any time during the following January.

Any gain or loss recognized on a sale or redemption of shares of a Fund by a
shareholder who is not a dealer in securities will generally be treated as long-
term capital gain or loss if the shares have been held for more than one year,
and short-term if for a year or less. If shares on which a net capital gain
distribution has been received are subsequently sold or redeemed, and such
shares have been held for six months or less, any loss recognized by a
shareholder will be treated as long-term capital loss to the extent of the long-
term capital gain distributions.

If for any taxable year a Fund does not qualify as a RIC, all of its taxable
income will be subject to tax at regular corporate rates without any deduction
for distributions to shareholders. In such case, distributions (including
capital gains distributions) will be taxable as ordinary dividends to the extent
of the Fund's current and accumulated earnings and profits.

56
<PAGE>

Each of the Tax-Exempt Fixed Income Fund and Tax-Exempt Money Market Fund
intends to qualify to pay "exempt interest dividends" by satisfying the Code's
requirement that at the close of each quarter of its taxable year at least 50
percent of the value of its total assets consists of obligations, the interest
on which is exempt from federal income tax. So long as this and certain other
requirements are met, dividends consisting of such Funds' net tax-exempt
interest income will be exempt interest dividends, which are exempt from federal
income tax in the hands of the shareholders of the Fund, but may have
alternative minimum tax consequences.

A Fund may sell securities short "against the box." Under certain circumstances,
these transactions may be treated as constructive sales, resulting in the
recognition of gain to the Fund.

Tax-Exempt Funds

Interest on indebtedness incurred by a shareholder in order to purchase or carry
shares in the Tax-Exempt Fixed Income Fund or Tax-Exempt Money Market Fund (the
"Tax-Exempt Funds") is generally not deductible for federal income tax purposes
to the extent that the Fund distributes exempt-interest dividends during the
taxable year. If a shareholder receives exempt-interest dividends with respect
to any share of these Funds and if such share is held by the shareholder for six
months or less, then any loss on the sale or exchange of such share will be
disallowed to the extent of the amount of exempt-interest dividends. In
addition, the Code may require a shareholder who receives exempt-interest
dividends to treat as taxable income a portion of certain social security and
railroad retirement benefit payments. Furthermore, entities or persons who are
"substantial users" (or persons related to "substantial users") of facilities
financed by "private activity bonds" or certain industrial development bonds
should consult their tax advisers before purchasing shares in the Tax-Exempt
Funds. For these purposes, the term "substantial user" is defined generally to
include a "non-exempt person" who regularly uses in trade or business a part of
a facility financed from the proceeds of such bonds. Moreover, some or all of
dividends received from the Tax-Exempt Funds may be a specific preference item,
or a component of an adjustment item, for purposes of the federal individual and
corporate alternative minimum taxes. The receipt of these exempt-interest
dividends and distributions also may affect a foreign corporate shareholder's
federal "branch profits" tax liability, and an S corporation shareholder's
federal excess "passive investment income."

Shareholders of the Tax-Exempt Funds should consult their tax advisers to
determine whether any portion of the income dividends received from such Funds
is considered tax exempt in their particular states.

Issuers of bonds purchased by the Tax-Exempt Funds (or the beneficiary of such
bonds) may have made certain representations or covenants in connection with the
issuance of such bonds to satisfy certain requirements of the Code that must be
satisfied subsequent to the issuance of such bonds. Shareholders should be aware
that exempt-interest dividends may become subject to federal income taxation
retroactively to the date of issuance of the bonds to which such dividends are
attributable if such representations are determined to have been inaccurate or
if the issuers (or the beneficiary) of the bonds fail to comply with certain
covenants made at that time.

57
<PAGE>

Current federal income tax laws limit the types and volume of bonds qualifying
for the federal income tax exemption of interest, which may have an effect on
the ability of the Tax-Exempt Funds to purchase sufficient amounts of tax-exempt
securities to satisfy the Code's requirements for the payment of "exempt
interest dividends." Accordingly, municipal funds may not be an appropriate
investment for persons (including corporations and other business entities) who
are "substantial users" (or persons related to "substantial users") of
facilities financed by private activity bonds or certain industrial development
bonds. "Substantial user" is defined generally as including a "non-exempt
person" who regularly uses in a trade or business a part of a facility financed
from the proceeds of industrial development bonds. Current federal tax law also
makes interest on certain tax-exempt bonds a tax preference item for purposes of
the individual and corporate alternative minimum tax.

Interest on indebtedness incurred by shareholders to purchase or carry shares of
the Tax-Exempt Fixed Income Fund and the Tax-Exempt Money Market Fund is
generally not deductible for federal income tax purposes.

Equity and Balanced Funds (except for the International Fixed Income Fund)

Subject to certain restrictions, a dividends-received deduction is available to
corporations that receive dividends from domestic corporations. Income dividends
paid by an Equity or Balanced Fund will be eligible for the dividends-received
deduction for corporate shareholders (subject to the same restrictions) to the
extent they are derived from dividends from domestic corporations and to the
extent that the respective security has been held for at least three months.
Shareholders will be advised each year of the portion of ordinary income
dividends eligible for the deduction. Individual shareholders are not entitled
to the dividends received deduction regardless of which fund paid the dividend.
Dividends received from other funds, e.g., Money Market or Fixed Income Funds,
will not be eligible for the dividends-received deduction. Distributions of net
capital gains from any Fund do not qualify for the dividends received deduction.

State Taxes

A Fund is not liable for any income or franchise tax in Massachusetts if it
qualifies as a RIC for federal income tax purposes. Distributions by the Funds
to shareholders and the ownership of shares may be subject to state and local
taxes. Shareholders should verify their state and local tax liability with their
tax advisors.

Foreign Taxes

Dividends and interest received by a Fund may be subject to income, withholding
or other taxes imposed by foreign countries and U.S. possessions that would
reduce the yield on a Fund's securities. Tax conventions between certain
countries and the United States may reduce or eliminate these taxes. Foreign
countries generally do not impose taxes on capital gains with respect to
investments by foreign investors. If a Fund meets the Distribution Requirement
and if more than 50% of the value of such Fund's total assets at the close of
its taxable year consists of stock or

58
<PAGE>

securities of foreign corporations, such Fund will be eligible to file an
election with the Internal Revenue Service that will enable shareholders, in
effect, to receive the benefit of the foreign tax credit with respect to any
foreign and U.S. possessions income taxes paid by the Fund. Pursuant to the
election, a Fund will treat those taxes as dividends paid to its shareholders.
Each shareholder will be required to include a proportionate share of those
taxes in gross income as income received from a foreign source and must treat
the amount so included as if the shareholder had paid the foreign tax directly.
The shareholder may then either deduct the taxes deemed paid by him or her in
computing his or her taxable income or, alternatively, use the foregoing
information in calculating the foreign tax credit against the shareholder's
federal income tax. If a Fund makes the election, it will report annually to its
shareholders the respective amounts per share of such Fund's income from sources
within, and taxes paid to, foreign countries and U.S. possessions. The
International Equity Fund, TransEurope Fund, Latin America Equity Fund, Asian
Tigers Fund and International Fixed Income Fund expect to be able to elect to
treat shareholders as having paid their proportionate share of such foreign
taxes withheld.

GENERAL INFORMATION ABOUT FUND PERFORMANCE

The Equity, Balanced and Fixed Income Funds

From time to time, the Funds may advertise yield and total return. These figures
will be based on historical earnings and are not intended to indicate future
performance. The yield of a Fund refers to the annualized income generated by an
investment in the Fund over a specified 30-day period. The yield is calculated
by assuming that the same amount of income generated by the investment during
that period is generated in each 30-day period over one year, and is shown as a
percentage of the investment.

The total return of a Fund refers to the average compounded rate of return on a
hypothetical investment for designated time periods (including, but not limited
to, the period from which the Fund commenced operations through the specified
date), assuming that the entire investment is redeemed at the end of each period
and assuming the reinvestment of all dividend and capital gain distributions.
The total return of a Fund may also be quoted as a dollar amount, on an
aggregate basis, or an actual basis.

The Money Market Funds

From time to time a Fund may advertise its current yield and effective compound
yield. Both yield figures are based on historical earnings and are not intended
to indicate future performance. The current yield of a Fund refers to the income
generated by an investment in the Fund over a seven-day period (which period
will be stated in the advertisement). This income is the annualized. That is,
the amount of income generated by the investment during that week is assumed to
be generated each week over a 52-week period and is shown as a percentage of the
investment. The effective compound yield is calculated similarly, but when
annualized, the income earned by an investment in a Fund is assumed to be
reinvested. The effective compound yield will be slightly higher than the
current yield because of the compounding effect of this

59
<PAGE>

assumed reinvestment. The Tax-Exempt Money Market Fund may also advertise a tax-
equivalent yield, which is calculated by determining the rate of return that
would have to be achieved on a fully taxable investment to produce the after-tax
equivalent of the Tax-Exempt Money Market Fund's yield, assuming certain tax
brackets for a shareholder.

All Funds

A Fund may periodically compare its performance to that of other mutual funds
tracked by mutual fund rating services (such as Lipper Analytical Securities
Corp.) or by financial and business publications and periodicals, broad groups
of comparable mutual funds or unmanaged indices which may assume investment of
dividends but generally do not reflect deductions for administrative and
management costs. A Fund may quote services such as Morningstar, Inc., a service
that ranks mutual funds on the basis of risk-adjusted performance, and Ibbotson
Associates of Chicago, Illinois, which provides historical returns of the
capital markets in the U.S. A Fund may use long-term performance of these
capital markets to demonstrate general long-term risk versus reward scenarios
and could include the value of a hypothetical investment in any of the capital
markets. A Fund may also quote financial and business publications and
periodicals as they relate to fund management, investment philosophy, and
investment techniques.

A Fund may quote various measure of volatility and benchmark correlation in
advertising, and may compare these measures to those of other funds. Measures of
volatility attempt to compare historical share price fluctuations or total
returns to benchmark while measures of benchmark correlation indicate the
validity of a comparative benchmark. Measures of volatility and correlation are
calculated using averages of historical data and cannot be precisely calculated.

Additional performance information is set forth in the 1998 Annual Report to
Shareholders, and is available upon request and without charge by calling 1-800-
443-4725.

Except for the Small Cap Growth, Balanced, Intermediate Government Fixed Income,
Fixed Income, Tax Exempt Fixed Income and International Fixed Income Funds, it
is expected that the portfolio turnover rate normally will not exceed 100% for
any Fund. A portfolio turnover rate would exceed 100% if all of its securities
exclusive of U.S. Government securities and other securities whose maturities at
the time of acquisition are one year or less are replaced in the period of one
year. Turnover rates may vary from year to year and may be affected by cash
requirements and by requirements which enable a Fund to receive favorable tax
treatment. A portfolio turnover rate of 100% or more will result in higher
transaction costs and may result in additional tax consequences for
shareholders. You will find portfolio turnover rates for each Fund (except the
Money Market Funds) in the "Financial Highlights" section of the Prospectus.

The performance of Common Shares will normally be higher than that of Investor
Shares because of the additional distribution and shareholder services expenses
charges to Investor Shares.

COMPUTATION OF YIELD

60
<PAGE>

From time to time the Treasury Money Market Fund, Government Money Market Fund,
Money Market Fund and Tax-Exempt Money Market Fund advertise their current yield
and effective compound yield. Both yield figures are based on historical
earnings and are not intended to indicate future performance. The yield of
the Funds refers to the income generated by an investment in a Fund over a
seven-day period (which period will be stated in the advertisement). This
income is then "annualized." That is, the amount of income generated by the
investment during that week is assumed to be generated each week over a 52-week
period and is shown as a percentage of the investment. The effective yield is
calculated similarly but, when annualized, the income earned by an investment in
a Fund is assumed to be reinvested. The effective yield will be slightly higher
than the yield because of the compounding effect of this assumed reinvestment.

The current yield of the Funds will be calculated daily based upon the seven
days ending on the date of calculation ("base period"). The yield is computed
by determining the net change (exclusive of capital changes) in the value of a
hypothetical pre-existing shareholder account having a balance of one share at
the beginning of the period, subtracting a hypothetical charge reflecting
deductions from shareholder accounts, and dividing such net change by the value
of the account at the beginning of the same period to obtain the base period
return and multiplying the result by (365/7). Realized and unrealized gains and
losses are not included in the calculation of the yield. The effective yield of
the Funds is determined by computing the net change, exclusive of capital
changes, in the value of a hypothetical pre-existing account having a balance of
one share at the beginning of the period, subtracting a hypothetical charge
reflecting deductions from shareholder accounts, and dividing the difference by
the value of the account at the beginning of the base period to obtain the base
period return, and then compounding the base period return by adding 1, raising
the sum to a power equal to 365 divided by 7, and subtracting 1 from the result,
according to the following formula: Effective Yield = (Base Period Return +
1)365/7) - 1. The current and the effective yields reflect the reinvestment of
net income earned daily on portfolio assets.

Tax Equivalent yields are computed by dividing that portion of a Fund's yield
which is tax-exempt by one minus a federal and/or state income tax rate and
adding the product to that portion, if any, of the Fund's yield that is not tax-
exempt.

Yield = 2[((a-b)/(cd) + 1)/6/ - 1] where a = dividends and interest earned
during the period; b = expenses accrued for the period (net of reimbursement); c
= the current daily number of shares outstanding during the period that were
entitled to receive dividends; and d = the maximum offering price per share on
the last day of the period.

The yield of these Funds fluctuates, and the annualization of a week's dividend
is not a representation by the Trust as to what an investment in the Fund will
actually yield in the future. Actual yields will depend on such variables as
asset quality, average asset maturity, the type of instruments the Fund
invests in, changes in interest rates on money market instruments, changes in
the expenses of the Fund and other factors.

For the seven-day period ended December 31, 1998, the end of the Trust's most
recent fiscal year, the Money Market Funds' current, effective and tax-
equivalent yields were as follows:

61
<PAGE>

<TABLE>
<CAPTION>
=================================================================================
7-Day Tax-
7-Day 7-Day Tax- Equivalent
Effective Equivalent Effective
Fund Class 7-Day Yield Yield Yield Yield
=================================================================================
<S> <C> <C> <C> <C> <C>
Treasury Money Common % % N/A N/A
------------------------------------------------------------
Market Fund Investor % % N/A N/A
- ---------------------------------------------------------------------------------
Government Money Common % % N/A N/A
------------------------------------------------------------
Market Fund Investor % % N/A N/A
- ---------------------------------------------------------------------------------
Common % % N/A N/A
Money Market Fund ------------------------------------------------------------
Investor % % N/A N/A
- ---------------------------------------------------------------------------------
Tax-Exempt Money Common % % % %
------------------------------------------------------------
Market Fund Investor % % % %
=================================================================================
N/A Not Applicable
</TABLE>

Yields are one basis upon which investors may compare the Funds with other money
market funds; however, yields of other money market funds and other investment
vehicles may not be comparable because of the factors set forth above and
differences in the methods used in valuing portfolio instruments.

The Value Fund, Growth Fund, Small Cap Growth Fund, Small Cap Value Fund,
International Equity Fund, TransEurope Fund, Asian Tigers Fund, Fixed Income
Fund, Intermediate Government Fixed Income Fund, Tax-Exempt Fixed Income Fund,
International Fixed Income Fund, Limited Volatility Fixed Income Fund, Latin
America Equity Fund, Real Estate Fund and Balanced Fund may also advertise a 30-
day yield figure. These figures will be based on historical earnings and are
not intended to indicate future performance. The yield of these Funds refers to
the annualized income generated by an investment in the Funds over a specified
30-day period. The yield is calculated by assuming that the income generated by
the investment during that 30-day period is generated over one year and is shown
as a percentage of the investment.

For the thirty-day period ended December 31, 1998, the yield for the following
Funds were:

<TABLE>
<CAPTION>
===================================================================
Fund Class 30-Day Yield
===================================================================
<S> <C> <C>
Common %
Fixed Income Fund ----------------------
Investor %
- -------------------------------------------------------------------
Common %
Intermediate Government Fixed Income Fund ----------------------
Investor %
- -------------------------------------------------------------------
Common %
Tax-Exempt Fixed Income Fund ----------------------
Investor %
- -------------------------------------------------------------------
</TABLE>

62
<PAGE>

<TABLE>
<CAPTION>
============================================================
Fund Class 30-Day Yield
============================================================
<S> <C> <C>
Common %
International Fixed Income Fund ----------------------
Investor %
- ------------------------------------------------------------
Common %
Value Fund ---------------------
Investor %
- ------------------------------------------------------------
Common %
Growth Fund ----------------------
Investor %
- ------------------------------------------------------------
Common %
Balanced Fund ----------------------
Investor %
============================================================
</TABLE>

* Not in operation at the end of the period.

The 30-day tax equivalent yields for the Tax-Exempt Fixed Income Fund for the
period ended December 31, 1998, was ___% for the Common Shares and ___% for the
Investor Shares.

CALCULATION OF TOTAL RETURN

From time to time, the Value Fund, Growth Fund, Small Cap Growth Fund, Small Cap
Value Fund, International Equity Fund, TransEurope Fund, Asian Tigers Fund,
Latin America Equity Fund, Fixed Income Fund, Intermediate Government Fixed
Income Fund, Tax-Exempt Fixed Income Fund, International Fixed Income Fund,
Limited Volatility Fixed Income Fund, Balanced Fund and Real Estate Fund may
advertise total return. The total return of a Fund refers to the average
compounded rate of return to a hypothetical investment for designated time
periods (including but not limited to, the period from which the Fund commenced
operations through the specified date), assuming that the entire investment is
redeemed at the end of each period. In particular, total return will be
calculated according to the following formula: P (1+T)/n/ = ERV, where P = a
hypothetical initial payment of $1,000; T = average annual total return; n =
number of years; and ERV = ending redeemable value of a hypothetical $1,000
payment made at the beginning of the designated time period as of the end of
such period.

Based on the foregoing, the average annual total return for the Funds from
commencement of operations through December 31, 1998, and for the one and three
year periods ended December 31, 1998, were as follows:

63
<PAGE>

===============================================================================================================
Average Annual Total Return
------------------------------------
Five Ten Since
Fund Class One Year Year Year Inception
===============================================================================================================
<S> <C> <C> <C> <C> <C>
Treasury Money Market Fund Investor-Without sales load /1#/ % * * %
----------------------------------------------------------------------------
Common/2/ % * * %
- ---------------------------------------------------------------------------------------------------------------
Government Money Market Fund Investor-Without sales load/3#/ % * * %
----------------------------------------------------------------------------
Common/2/ % * * %
- ---------------------------------------------------------------------------------------------------------------
Money Market Fund Investor-Without sales load/4#/ % * * %
----------------------------------------------------------------------------
Common/2/ % * * %
- ---------------------------------------------------------------------------------------------------------------
Tax-Exempt Money Market Fund Investor-Without sales load/5#/ % * * %
----------------------------------------------------------------------------
Common/2/ % * * %
- ---------------------------------------------------------------------------------------------------------------
Fixed Income Fund Investor-With sales load/6#/ % * * %
----------------------------------------------------------------------------
Investor-Without sales load/6/ * * * *
----------------------------------------------------------------------------
Common/2/ % * * %
- ---------------------------------------------------------------------------------------------------------------
Intermediate Government Fixed Investor-With sales load/7#/ % * * %
Income Fund
----------------------------------------------------------------------------
Investor-Without sales load/7/ * * * *
----------------------------------------------------------------------------
Common/2/ % * * %
- ---------------------------------------------------------------------------------------------------------------
Tax-Exempt Fixed Income Fund Investor-With sales load/8#/ % * * 5%
----------------------------------------------------------------------------
Investor-Without sales load/8/ * * * *
----------------------------------------------------------------------------
Common/2/ % * * %
- ---------------------------------------------------------------------------------------------------------------
International Fixed Income Fund Investor-With sales load/9#/ * * * *
----------------------------------------------------------------------------
Investor-Without sales load/9/ % * * %
----------------------------------------------------------------------------
Common/10/% % * * %
- ---------------------------------------------------------------------------------------------------------------
Limited Volatility Fixed Income Investor-With sales load/#/ * * * *
Fund
----------------------------------------------------------------------------
Investor-Without sales load * * * *
----------------------------------------------------------------------------
Common * * * *
- ---------------------------------------------------------------------------------------------------------------
Balanced Fund Investor-With sales load/8#/ % * * %
----------------------------------------------------------------------------
Investor-Without sales load/8/ * * * *
----------------------------------------------------------------------------
Common/2/ % * * %
- ---------------------------------------------------------------------------------------------------------------
Value Fund Investor-With sales load/11#/ % * * %
----------------------------------------------------------------------------
Investor-Without sales load/11/ * * * *
- ---------------------------------------------------------------------------------------------------------------
</TABLE>

64
<PAGE>

<TABLE>
<CAPTION>
========================================================================================================
Average Annual Total Return
----------------------------------
Fund Class One Year Five Ten Since
Year Year Inception
========================================================================================================
<S> <C> <C> <C> <C> <C>
Common/2/ % * * %
- --------------------------------------------------------------------------------------------------------
Growth Fund Investor-With sales load/12#/ % * * %
---------------------------------------------------------------------
Investor-Without sales load/12/ * * * *
---------------------------------------------------------------------
Common/2/ % * * %
- --------------------------------------------------------------------------------------------------------
Small Cap Growth Fund Investor-With sales load/7#/ % * * %
---------------------------------------------------------------------
Investor-Without sales load/7/ * * * *
---------------------------------------------------------------------
Common/2/ % * * %
- --------------------------------------------------------------------------------------------------------
Small Cap Value Fund Investor-With sales load % * * %
---------------------------------------------------------------------
Investor-Without sales load * * * *
---------------------------------------------------------------------
Common % * * %
- --------------------------------------------------------------------------------------------------------
International Equity Fund Investor-With sales load/7#/ * * * *
---------------------------------------------------------------------
Investor-Without sales load/7/ % * * %
---------------------------------------------------------------------
Common/2/ % * * %
- --------------------------------------------------------------------------------------------------------
Asian Tigers Fund Investor-With sales load/13#/ * * * *
---------------------------------------------------------------------
Investor-Without sales load/13/ % * * %
---------------------------------------------------------------------
Common/14/ % * * %
- --------------------------------------------------------------------------------------------------------
Latin America Equity Fund Investor-With sales load/#/ * * * *
---------------------------------------------------------------------
Investor-Without sales load * * * *
---------------------------------------------------------------------
Common % * * %
- --------------------------------------------------------------------------------------------------------
TransEurope Fund Investor-With sales load/#/ * * * *
---------------------------------------------------------------------
Investor-Without sales load * * * *
---------------------------------------------------------------------
Common * * * *
- --------------------------------------------------------------------------------------------------------
</TABLE>

65
<PAGE>

/#/ Prior to July 28, 1997, Investor Shares were subject to front-end sales
load
_______________
/1/ Commenced operations 3/25/93 /9/ Commenced operations 4/26/93
/2/ Commenced operations 1/4/93 /10/ Commenced operations 2/7/93
/3/ Commenced operations 4/22/93 /11/ Commenced operations 3/26/93
/4/ Commenced operations 3/31/93 /12/ Commenced operations 3/8/93
/5/ Commenced operations 3/24/93 /13/ Commenced operations 1/12/94
/6/ Commenced operations 3/12/93 /14/ Commenced operations 1/3/94
/7/ Commenced operations 4/12/93 /15/ Commenced operations 7/1/96
/8/ Commenced operations 3/9/93 /16/ Commenced operations 12/31/97

LIMITATION OF TRUSTEES' LIABILITY

The Declaration of Trust provides that a Trustee shall be liable only for his
own willful defaults and, if reasonable care has been exercised in the selection
of officers, agents, employees or investment advisers, shall not be liable for
any neglect or wrongdoing of any such person. The Declaration of Trust also
provides that the Trust will indemnify its Trustees and officers against
liabilities and expenses incurred in connection with actual or threatened
litigation in which they may be involved because of their offices with the Trust
unless it is determined in the manner provided in the Declaration of Trust that
they have not acted in good faith in the reasonable belief that their actions
were in the best interests of the Trust. However, nothing in the Declaration of
Trust shall protect or indemnify a Trustee against any liability for his willful
misfeasance, bad faith, gross negligence or reckless disregard of his duties.

FINANCIAL STATEMENTS

The Trust's financial statements for the fiscal year ended December 31, 1998,
including notes thereto and the report of are herein incorporated by
reference from the Trust's annual report.

66
<PAGE>

APPENDIX

Ratings

NRSROs provide ratings for certain instruments in which the Funds may invest.
For example, bonds rated in the fourth highest rating category (investment grade
bonds) have an adequate capacity to pay principal and interest, but may have
speculative characteristics as well. The quality standards of debt securities
and other obligations as described for the Funds must be satisfied at the time
an investment is made. In the event that an investment held by a Fund is
assigned a lower rating or ceases to be rated, the Advisor will promptly
reassess whether such security presents suitable credit risks and whether the
Fund should continue to hold the security or obligation in its portfolio. If a
portfolio security or obligation no longer presents suitable credit risks or is
in default, the Fund will dispose of the security or obligation as soon as
reasonably practicable unless the Trustees of the Trust determine that to do so
is not in the best interest of the Fund. The Funds may invest in unrated
securities that the Advisor determines to be of comparable quality at the time
of purchase.

Description of Commercial Paper Ratings

The following descriptions of commercial paper ratings have been published by
Standard & Poor's Corporation ("S&P"), Moody's Investors Service, Inc.
("Moody's"), Fitch Investors Service, Inc. ("Fitch"), Duff & Phelps, Inc.
("Duff") and IBCA Limited and IBCA, Inc. (together, "IBCA").

Commercial paper rated A by S&P is regarded by S&P as having the greatest
capacity for timely payment. Issues rated A are further refined by use of the
numbers 1, 1+ and 2, to indicate the relative degree of safety. Issues rated A-
1+ are those with "extremely strong safety characteristics." Those rated A-1,
the highest rating category, reflect a "satisfactory" degree of safety regarding
timely payment. Those rated A-2, the second highest rating category, reflect a
safety regarding timely payment but not as high as A-1.

Commercial paper issues rated Prime-1 or Prime-2 by Moody's are judged by
Moody's to be of "superior" quality and "strong" quality respectively on the
basis of relative repayment capacity.

The rating F-1+ (Exceptionally Strong) is the highest commercial paper rating
assigned by Fitch. Paper rated Fitch. Paper rated Fitch-1+ is regarded as having
the strongest degree of assurance for timely payment. Paper rated F-1 (Very
Strong) reflects an assurance of timely payment only slightly less in degree
than paper rated F-1+ the strongest issues.

The rating Duff-1 is the highest commercial paper rating assigned by Duff. Paper
rated Duff-1 is regarded as having very high certainty of timely payment with
excellent liquidity factors which are supported by good fundamental protection
factors. Risk factors are minor. Duff has incorporated gradations of 1+ and 1-
to assist investors in recognizing quality differences within this highest tier.
Paper rated Duff-1+ has the highest certainty of timely payment, with
outstanding short-term liquidity and safety just below risk-free U.S. Treasury
short-term obligations. Paper
A-1
<PAGE>

rated Duff-1- has high certainty of timely payment with strong liquidity factors
which are supported by good fundamental protection factors. Risk factors are
very small. Paper rated Duff-2 is regarded as having good certainty of timely
payment, good access to capital markets (although ongoing funding may enlarge
total financing requirements) and sound liquidity factors and company
fundamentals. Risk factors are small.

The designation A1, the highest rating category established by IBCA indicates
that the obligation is supported by a very strong capacity for timely repayment.
Those obligations rated A1+ are supported by the highest capacity for timely
repayment. Obligations rated A2, the second highest rating category, are
supported by a satisfactory capacity for timely repayment, although such
capacity may be susceptible to adverse changes in business, economic or
financial conditions.

Description of Corporate Bond Ratings

The following descriptions of corporate bond ratings have been published by S&P,
Moody's, Fitch, Duff and IBCA.

Bonds rated AAA have the highest rating S&P assigns to a debt obligation. Such a
rating indicates an extremely strong capacity to pay principal and interest.
Bonds rated AA also qualify as high-quality debt obligations. Capacity to pay
principal and interest is very strong, and differs from AAA issues only in small
degree. Debt rated A has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories.

Bonds which are rated BBB are considered as medium-grade obligations (i.e., they
are neither highly protected nor poorly secured). Interest payments and
principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

Bonds which are rated Aaa by Moody's are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt edged". Interest payments are protected by a large, or an exceptionally
stable, margin and principal is secure. While the various protective elements
are likely to change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such issues. Bonds rated Aa by
Moody's are judged by Moody's to be of high quality by all standards. Together
with bonds rated Aaa, they comprise what are generally known as high-grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuation of protective elements
may be of greater amplitude or there may be other elements present which make
the long-term risk appear somewhat larger than in Aaa securities.

Bonds which are rated A possess many favorable investment attributes and are to
be considered as upper-medium grade obligations. Factors giving security to
principal and interest are consi-

A-2
<PAGE>

dered adequate, but elements may be present which suggest a susceptibility to
impairment sometime in the future.

Debt rated Baa is regarded as having an adequate capacity to pay interest and
repay principal. Whereas it normally exhibits adequate protection parameters,
adverse economic conditions or changing circumstances are more likely to lead to
a weakened capacity to pay interest and repay principal for debt in this
category than in higher rated categories.

Bonds rated AAA by Fitch are judged by Fitch to be strictly high grade, broadly
marketable, suitable for investment by trustees and fiduciary institutions
liable to but slight market fluctuation other than through changes in the money
rate. The prime feature of an AAA bond is a showing of earnings several times or
many times interest requirements, with such stability of applicable earnings
that safety is beyond reasonable question whatever changes occur in conditions.
Bonds rated AA by Fitch are judged by Fitch to be of safety virtually beyond
question and are readily salable, whose merits are not unlike those of the AAA
class, but whose margin of safety is less strikingly broad. The issue may be the
obligation of a small company, strongly secured but influenced as to rating by
the lesser financial power of the enterprise and more local type market. Fitch
uses plus and minus signs to indicate the relative position of a credit within
the AA rating category. Bonds rated AAA by Fitch are considered to be investment
grade and of the highest credit quality. The obligor has an exceptionally strong
ability to pay interest and repay principal, which is unlikely to be affected by
reasonably foreseeable events. Bonds rated AA by Fitch are considered to be
investment grade and of very high credit quality. The obligor's ability to pay
interest and repay principal is very strong, although not quite as strong as
bonds rated AAA. Because bonds rated in the AAA and AA categories are not
significantly vulnerable to foreseeable future developments, short-term debt of
these issuers is generally rated F-1+.

Fitch uses plus and minus signs to indicate the relative position of a credit
within the AA rating category. Bonds rated AAA by Fitch are considered to be
investment grade and of the highest credit quality. The obligor has an
exceptionally strong ability to pay interest and repay principal, which is
unlikely to be affected by reasonably foreseeable events. Bonds rated AA by
Fitch are considered to be investment grade of very high credit quality. The
obligor's ability to pay interest and repay principal is very strong, although
not quite as strong as bonds rated AAA. Because bonds rated in the AAA and AA
categories are not significantly vulnerable to foreseeable future developments,
short-term debt of these issuers is generally rated F-1+.

Bonds rated Duff-1 are judged by Duff to be of the highest credit quality with
negligible risk factors; only slightly more than for risk-free U.S. Treasury
debt. Bonds rated AA by Duff are judged to be of high credit quality.
Protection factors are strong. Risk is modest but may vary slightly from time
to time because of economic conditions.

Obligations rated AAA by IBCA have the lowest expectation of investment risk.
Capacity for timely repayment of principal and interest is substantial, such
that adverse changes in business, economic or financial conditions are unlikely
to increase investment risk significantly. Obligations for which there is a
very low expectation of investment risk are rated AA by IBCA. Capa-

A-3
<PAGE>

city for timely repayment of principal and interest is substantial. Adverse
changes in business, economic or financial conditions may increase investment
risk albeit not very significantly.

A-4
<PAGE>

ABN AMRO FUNDS
(formerly, the "Rembrandt Funds")
PART C: OTHER INFORMATION
Post Effective Amendment No. 17

<TABLE>
<CAPTION>
Item 23. Exhibits
<C> <S>
a(1) Agreement and Declaration of Trust and Amendment thereto as
originally filed as Exhibit 1 to Registrant's initial
Registration Statement on October 2, 1992 and incorporated by
reference to Exhibit 1 Post-Effective Amendment No. 11, filed
April 29, 1997.

a(2) Amendment dated October 20, 1992 to Registrant's Agreement and
Declaration of Trust as originally filed as Exhibit 1(b) with
Registrant's Pre-Effective Amendment No. 1 filed on December 3,
1992 and incorporated by reference to Exhibit 1(a) Post-Effective
Amendment No. 11, filed April 29, 1997.

a(3) Amendment dated April 27, 1998 to Registrant's Agreement and
Declaration of Trust is incorporated by reference to Exhibit 1(b)
Post-Effective Amendment No. 16, filed June 30, 1998.

b(1) Registrant's By-Laws as originally filed as Exhibit 2 with
Registrant's initial Registration Statement on October 2, 1992
and incorporated by reference to Exhibit 2 Post-Effective
Amendment No. 11, filed April 29, 1997.

b(2) Registrant's restated By-Laws as of March 11, 1998 are
incorporated by reference to Exhibit 2 Post-Effective Amendment
No. 16, filed June 30, 1998.

b(3) Amendment to Registrant's By-Laws is incorporated by reference to
Exhibit 2(a) Post-Effective Amendment No. 16, filed June 30,
1997.

c Not applicable.

d(1) Investment Advisory Agreement with LaSalle Street Capital
Management, Ltd. as originally filed as Exhibit 5(b) with
Registrant's initial Registration Statement on October 2, 1992
and incorporated by reference to Exhibit 5 Post-Effective
Amendment No. 11, filed April 29, 1997.

d(2) Form of Amendment to Schedule A to Investment Advisory Agreement
dated December 31, 1992 is incorporated by reference to Exhibit
5(a) Post-Effective Amendment No. 16, filed June 30, 1998.

d(3) Investment Sub-Advisory Agreement between LaSalle Street Capital
Management Ltd., on behalf of the Registrant, and ABN AMRO-NSM
International Funds Management B.V. as originally filed as
Exhibit 5(c) with Registrant's Pre-Effective Amendment No. 1 and
incorporated by reference to Exhibit 5(a) Post-Effective
Amendment No. 11, filed April 29, 1997.

e(1) Distribution Agreement as originally filed as Exhibit 6 with
Registrant's Pre-Effective Amendment No. 1 and incorporated by
reference to Exhibit 6 Post-Effective Amendment No. 11, filed
April 29, 1997.

e(2) Distribution Agreement between the Registrant and First Data
Distributors, Inc. dated February 26, 1998 is incorporated by
reference to Exhibit 6(a) Post-Effective Amendment No. 15, filed
April 28, 1998.

e(3) Form of Amendment to Schedule A to the Distribution Agreement
dated February 26, 1998 is incorporated by reference to Exhibit
6(a) incorporated by reference to Exhibit 6(a) Post-Effective
Amendment No. 16, filed June 30, 1998.

f Not applicable.

g(1) Custodian Agreement as originally filed as Exhibit 8(a) with
Registrant's Pre-Effective Amendment No. 1 and incorporated by
reference to Exhibit 8 Post-Effective Amendment No. 11, filed
April 29, 1997.

g(2) Sub-Custodian Agreement between CoreStates Bank, N.A. and
Barclays Bank PLC as filed as Exhibit 8(a)(1) to Post-Effective
Amendment No. 6 to Registrant's Registration Statement on
Form N-1A (File No. 33-52784), filed with the Securities and
Exchange Commission on January 13, 1995.
</TABLE>

-2-
<PAGE>

<TABLE>
<C> <S>
g(3) Transfer Agency Agreement between the Registrant and Supervised
Service Company as filed as Exhibit 8(c) to Post-Effective
Amendment No. 4 to Registrant's Registration Statement on
Form N-1A (File No. 33-52784) filed with the Securities and
Exchange Commission on April 1, 1994.

g(4) Form of Amendment to Exhibit 1 the Transfer Agency and Services
Agreement dated February 26, 1998 is incorporated by reference to
Exhibit 8(c) Post-Effective Amendment No. 16, filed June 30,
1998.

g(5) Custodian Agreement between the Registrant and The Chase
Manhattan Bank to be filed by amendment.

h(1) Transfer Agency and Services Agreement dated February 26, 1998
between the Registrant and First Data Investor Services Group,
Inc. is incorporated by reference to Exhibit 8(b) Post-Effective
Amendment No. 16, filed June 30, 1998.

h(2) Administration Agreement as originally filed as Exhibit 5(a) with
Registrant's Pre-Effective Amendment No. 1 filed on December 3,
1992 and incorporated by reference to Exhibit 9 Post-Effective
Amendment No. 11, filed April 29, 1997.

h(3) Consent to Assignment and Assumption (of the Administration
Agreement) incorporated by reference to Exhibit 9(a),
Post-Effective Amendment No. 12 to Registrant's Registration
Statement on Form N-1A (File No. 33-52784), filed with the
Securities and Exchange Commission on October 17, 1997.

h(4) Shareholder Service Plan and Agreement between Rembrandt Funds
and Rembrandt Financial Services Company dated August 4, 1997
incorporated by reference to Exhibit 9(b), Post-Effective
Amendment No. 12 to Registrant's Registration Statement on
Form N-1A (File No. 33-52784), filed with the Securities and
Exchange Commission on October 17, 1997.

h(5) Administration Agreement between the Registrant and First Data
Investor Services Group, Inc., dated February 26, 1998 is filed
herewith.

h(6) Form of Shareholder Servicing Agent Agreement between the
Registrant and First Data Distributors, Inc. is incorporated by
reference to Exhibit 9(a) Post-Effective Amendment No. 16, filed
June 30, 1998.

h(7) Shareholder Service Plan is incorporated by reference to Exhibit
9(b) Post-Effective Amendment No. 16, filed June 30, 1998.

h(8) Administration and Fund Accounting Agreement between the
Registrant and ABN AMRO Fund Services, Inc., dated July 1, 1998
is filed herewith.

h(9) Sub-Administration and Fund Accounting Agreement between First
Data Investor Services Group, Inc. and ABN AMRO Fund Services,
Inc., dated July 1, 1998 is filed herewith.

i Opinion and Consent of Counsel as originally filed as Exhibit 10
with Registrant's Post-Effective Amendment No. 2 and incorporated
by reference to Exhibit 10 Post-Effective Amendment No. 11, filed
April 29, 1997.

j Not applicable.

k Not applicable.

l Not applicable.

m(1) Distribution Plan - Investor Class as originally filed as Exhibit
15 with Registrant's Pre-Effective Amendment No. 1 and
incorporated by reference to Exhibit 15 Post-Effective Amendment
No. 11, filed April 29, 1997.

m(2) Distribution Plan - Investor Class between the Registrant and
First Data Distributors, Inc. as of February 26, 1998 is
incorporated by reference to Exhibit 15(a) Post-Effective
Amendment No. 15, filed April 26, 1998.

m(3) Form of Purchase Agreement between the Registrant and First Data
Distributors, Inc. is incorporated by reference to Exhibit 13
Post-Effective Amendment No. 16, filed June 30, 1998.

n Not applicable.
</TABLE>

-3-
<PAGE>

<TABLE>
<C> <S>
o Rule 18f-3 Plan as originally filed as Exhibit 18 with
Registrant's Post-Effective Amendment No. 8 and incorporated by
reference to Exhibit 18 Post-Effective Amendment No. 11, filed
April 29, 1997.

p Powers of Attorney are incorporated by reference to Exhibit 24
Post-Effective Amendment No. 13, filed April 16, 1998.
</TABLE>

Item 24. Persons Controlled by or under Common Control with Registrant:

See the Prospectuses and Statement of Additional Information regarding the
Trust's control relationships.

Item 25. Indemnification:

Article VIII of the Agreement of Declaration of Trust filed as Exhibit 1 to
the Registration Statement is incorporated by reference. Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to trustees, directors, officers and controlling persons of the
Registrant by the Registrant pursuant to the Declaration of Trust or otherwise,
the Registrant is aware that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and, therefore, is unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by trustees, directors, officers or
controlling persons of the Registrant in connection with the successful defense
of any act, suit or proceeding) is asserted by such trustees, directors,
officers or controlling persons in connection with the shares being registered,
the Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issues.

Item 26. Business and Other Connections of Investment Advisor and Investment
Sub-Advisor:

<TABLE>
<CAPTION>
Name and Position Name of Other Connection with
with Investment Advisor Company Other Company
- ----------------------- ------- -------------
<S> <C> <C>
Robert T. Brehm ABN AMRO Chicago Corporation Executive Vice President
Chairman Director
ABN AMRO Asset Management President, Director
(USA) Inc.

Richard A. Frodsham ABN AMRO Chicago Corporation Senior Vice President
President
Chief Executive Officer
Director

John A. Wing ABN AMRO Chicago Corporation Chairman, CEO
Vice Chairman Amerus Life Director
Chicago Board Options Exchange Director

Perry L. Taylor, Jr. ABN AMRO Chicago Corporation Executive Vice President
& Director
Director, Secretary Erikson Institute Trustee

Daniel J. Shannon Catholic Charities Board of Advisors,
</TABLE>

-4-
<PAGE>

<TABLE>
<CAPTION>
<S> <C> <C>
Director Board of Directors
Notre Dame National Monogram Club President
Dental Benefit Services of Illinois Vice Chairman
Total Travel, Inc. Director
BioSafe International Director

Charles R. Klimkowski ABN AMRO Chicago Corporation Senior Vice President
Director Director
Theregenics , Inc. Director

Charles H. Self III LaSalle National Bank Senior Vice President & Assistant Director
Secretary
Senior Vice President Government Insurance Managers, Inc. Director

Keith Dibble LaSalle National Bank Senior Vice President & Assistant
Senior Vice President Secretary

Thomas F. McGrath LaSalle National Bank Senior Vice President & Assistant
Senior Vice President Secretary
ABN AMRO Chicago Corporation Senior Vice President

John F. Bonetti LaSalle National Bank Senior Vice President & Assistant
Vice President Secretary

Marc G. Borghans LaSalle National Bank Vice President & Assistant
Vice President Secretary

James J. Baudendistel None Vice President

Gregory D. Boal LaSalle National Bank Vice President & Assistant
Vice President Secretary

A. Wade Buckles LaSalle National Bank First Vice President & Assistant
First Vice President Secretary
ABN AMRO Chicago Corporation Senior Vice President

Jac A. Cerney LaSalle National Bank Vice President & Assistant
Senior Vice President Secretary

Martin L. Eisenberg ABN AMRO Bank N.V. Vice President
Vice President Netherlands Trading Society East, Inc. Vice President
Pine Tree Capital Holdings, Inc. Vice President
AMRO Securities, Inc. Vice President
</TABLE>

-5-
<PAGE>

ABN AMRO North America Finance, Vice President
Inc.
DBI Holdings, Inc. Vice President
ABN AMRO North America, Inc. Senior Vice President
ABN AMRO Mortgage Corp. Vice President
ABN AMRO Resource Management, Vice President
Inc.
Danic Asset Management Corp. Vice President
National Asset Management Vice President
SFH, Inc. Vice President
ABN AMRO Acceptance Corp. Vice President
ABN AMRO Asset Management Vice President
(USA) Inc.
ABN AMRO Credit Corp. Vice President
ABN AMRO Investment Services, Inc. Vice President
LaSalle Management Company, Inc. Vice President
Cragin Financial Corp Vice President
Cragin Service Corp. Vice President
Cumberland & Higgins, Inc. Vice President
LaSalle Bank, F.S.B. Vice President
Lease Plan Illinois, Inc. Vice President
LaSalle Financial Services, Inc. Tax Officer
LaSalle Home Mortgage Corporation Tax Officer
LaSalle National Corporation Vice President
ABN AMRO Capital (USA) Inc. Vice President
Lease Plan North America, Inc. Vice President
ABN AMRO Information Technology Vice President
Services Company
Lisle Corporation Vice President
ABN AMRO Services Company, Inc. Vice President
LaSalle Bank Vice President
LaSalle Bank NI Vice President
LaSalle Northwest National Bank Vice President
LaSalle National Bancorp, Inc. Vice President
LaSalle Bank Illinois Vice President
Amsterdam Pacific Corporation Vice President
LaSalle Trade Services Limited Vice President
Heigl Mortgage and Financial Vice President
Corporation
CNBC Bancorp, Inc. Vice President
Columbia Financial Services, Inc. Vice President
Columbia National Bank of Chicago Vice President
CNBC Development Corporation Vice President
CNBC Investment Corporation Vice President
CNBC Leasing Corporation Vice President
Sky Mortgage Company Vice President
Sky Finance Company Vice President
CNB Property Corporation Vice President
Union Realty Mortgage Co., Inc. Vice President
Leonard Voila Corporation Vice President

-6-
<PAGE>

LaSalle National Bank Vice President
Monroe Corporation of Delaware Vice President
LaSalle National Safe Deposit Vice President
Corporation
Rob-Wal Investment Co. Vice President
ENB Realty Col, Inc. Vice President
LaSalle Trade Services Corporation Vice President
LaSalle National Leasing Corporation Vice President
LaSalle Business Credit, Inc. Vice President
European American Bank Vice President
Cityspire Realty Corp. Vice President
EA Debt Corp. Vice President
EA Land Corp. Vice President
EAB Land Company, Inc. Vice President
EAB Mortgage Company, Inc. Vice President
EAB Realty Corp. Vice President
EAB Realty of Florida, Inc. Vice President
EAB Securities, Inc. Vice President
Ashland Properties, Inc. Vice President
Discount Brokers International, Inc. Vice President
Kany Long Island City Corp. Vice President
Cragin Service Development Corp. Vice President
Wasco Funding Corp. Vice President
Island Abodes Corp. Vice President
Lyric Holdings, Inc. Vice President
EAB Credit Corp. Vice President
ORE Realty, Inc. Vice President
Texas Holdings, Inc. Vice President
Twelve Polo Realty Inc. Vice President
Vail at North Salem Inc. Vice President
32A Realty Inc. Vice President
81 Lee Avenue Corp. Vice President
169 East Flagler Corp. Vice President
EAB Plaza, Inc. Vice President
117 Seaman Realty, Inc. Vice President
Garden City Marble Corp. Vice President
Mamaroneck Point Realty, Inc. Vice President
East River 52 Corp. Vice President
Huntington Bay Development Corp. Vice President
Plaza Homes Inc. (Metrofund) Vice President
Tower East 147 Inc. Vice President
LSR Realty Inc. Vice President
Beckman Hospitality Corp. Vice President
Atlantic Avenue Development Corp. Vice President
Bald Hills Park at Farmingville Inc. Vice President
Bennett 143 Corp. Vice President
Birch Locust Valley Corp. Vice President
Broadhollow 532 Melville Corporation Vice President
CK at Manorville Inc. Vice President
Colony at Sayerville, Corp. Vice President

-7-
<PAGE>

Corners Estates at Hauppauge Inc. Vice President
Corona 114 Apartments Inc. Vice President
Country Knolls at Manorville Inc. Vice President
Cove Townhouses at Southold Inc. Vice President
Crystal Domiciles Inc. Vice President
Eastern Shores at Northampton Corp. Vice President
Edison Townhouse Corp. Vice President
Forestwood at North Hills Inc. Vice President
Garden State Convention Center at Vice President
Somerest County, Inc.
Half Acre on 347 at Nesoonset Inc. Vice President
Horse Race Lane at Nissequogue Inc. Vice President
Hunt Club at Middletown Inc. Vice President
Jericho 969 Turnpike Inc. Vice President
Fairfield Avenue Corp. Vice President
Amsterdam Development Corp. Vice President
Brownstone Apts. Inc. Vice President
Central Cedarhurst Corp. Vice President
GSC Land Corp. Vice President
East 91st Street Development Corp. Vice President
East 92nd Street Development Corp. Vice President
LLPA Corporation Vice President
Lake and Pulaski at Greenlawn Inc. Vice President
Lake Front Land Corp. Vice President
Lattingtown Mansion, Inc. Vice President
Long Beach Breeze Corp. Vice President
Lowell Acquisition Corp. Vice President
Ludlow Development Corp. Vice President
MPE at St. James Inc. Vice President
Manor Homes at Aberdeen Corp. Vice President
Maspeth 56-25 58th Street Corp. Vice President
Metro Case Corp. Vice President
Mills Pond Estates at St. James Inc. Vice President
Montauk Hospitality Corp. Vice President
Moreland Hauppauge Corp. Vice President
Nineteenth Street Development Corp. Vice President
North Hills Link Corp. Vice President
Old Country Road at Wyandanch Inc. Vice President
Omni General Realty Corp. Vice President
Omni Realty Corp. Vice President
Orchards at Mt. Sinai Inc. "(The)" Vice President
Parkway Plaza 1400 Corp. Vice President
Plaza Boulevard Equities Corp. Vice President
Plaza Boulevard Properties Corp. Vice President
Plaza Uniondale Equities Corp. Vice President
Plaza Uniondale Properties Corp. Vice President
Remington Ronkonkoma Corp. Vice President
Rendezvous Realty Corp. Vice President
SE at Commack Inc. Vice President
SE at Commack II Inc. Vice President

-8-
<PAGE>

<TABLE>
<CAPTION>
<S> <C> <C>
SE at Commack III Inc. Vice President
SE at Commack IV Inc. Vice President
Scholar Estates at Commack Inc. Vice President
Seaman Shares at Inwood Corp. Vice President
Shoreham North Country Corp. Vice President
Showcase Estates at Dix Hills Inc. Vice President
Smith Island at Everett Corp. Vice President
Soho 350 Corp. Vice President
Southampton Settlers Corporation Vice President
Southeast Ridgefield Lane Corp. Vice President
Steinway 18-50 Astoria Corp. Vice President
Sterling DTVA Corp. Vice President
TE at Dix Hills Inc. Vice President
TE at Dix Hills II Inc. Vice President
TE at Dix Hills III Inc. Vice President
TO at Mt. Sanai Inc. Vice President
Tara II at Hauppauge Inc. Vice President
Thornwood Estates at Dix Hills Inc. Vice President
Vermilyea 119 Corp. Vice President
Veterans 4320 Bohemia Corp. Vice President
Village 185 Corp. Vice President
W.M. Seaman at Inwood Corp. Vice President
Welcome Center at Manorville Inc. Vice President
West End 700 Inc. Vice President
Westminster Downs at Dix Hills, Inc. Vice President
Westwood Hills at Middletown, Inc. Vice President
Windsor 37th Corp. Vice President
Z161 Corp. Vice President
Z174 Corp. Vice President
Ziegfeld Villas Corp. Vice President
41 East Sunrise Highway Corporation Vice President
55 Commerce, Inc. (Sold to EMI Vice President
1/20/92)
Seventh Street Development Corp. Vice President
Fourteenth Street Development Corp. Vice President
West 51st Street Development Corp. Vice President
West 73rd Street Development Corp. Vice President
Lemark Land in Setauket, Inc. Vice President
Ludlow Street Development Corp. Vice President
Milestone Square Corp. Vice President
Oceanside 35-05 Hampton Road Inc. Vice President
Oceanside 35-39 Hampton Road Inc. Vice President
Sangeo 709 Merrick Road Corp. Vice President
Sherwood Plaza Corp. Vice President
Syosset 240 Jericho, Inc. Vice President

Mark Karstrom LaSalle National Bank Vice President & Assistant
Vice President Secretary

Kathryn L. Martin ABN AMRO Asset Management Compliance Officer
</TABLE>
-9-
<PAGE>

<TABLE>
<CAPTION>
<S> <C> <C>
Vice President (USA) Inc.

Ronald C. Scheuer LaSalle National Bank Vice President & Assistant
Vice President Secretary

Roger R. Sullivan LaSalle National Bank Vice President &
Assistant Secretary
Vice President

Karen Van Cleave LaSalle National Bank Vice President & Assistant
Vice President Secretary

Nancy A. Ellefson LaSalle National Bank Assistant Vice President &
Vice President Assistant Secretary

Mark T. Morgan LaSalle National Bank Assistant Vice President &
Assistant Vice President Assistant Secretary
ABN AMRO Chicago Corporation Vice President

Phillip P. Mierzwa LaSalle National Bank Trust Officer & Assistant
Assistant Vice President Secretary

Susan M. Weimeler None
Officer

Christine R. Dragon LaSalle National Bank Employee
Officer
</TABLE>

Other business, profession, vocation, or employment of a substantial nature in
which each director or principal officer of the Sub-Advisor is or has been, at
any time during the last two fiscal years, engaged for his/her own account or in
the capacity of director, officer, employee, partner or trustee are as follows:

ABN AMRO-NSM International Funds Management B.V., a registered investment
advisor, serves as the investment sub-advisor of the Latin America Equity Fund,
International Equity Fund, TransEurope Fund, Asian Tigers Fund and International
Fixed Income Fund.

<TABLE>
<CAPTION>
Name and Position Name of Other Connection with
with Investment Advisor Company Other Company
- ----------------------- -------------------------------------- ---------------
<S> <C> <C>
Hendrik Stienstra ABN AMRO Investment Management B.V. Director
Director ABN AMRO Beheer Beleggingsfondsen B.V. Director
B.V. Hollandsche Belegging en Beheer Director
Maatshchappij
</TABLE>

-10-
<PAGE>

<TABLE>
<S> <C> <C>
ABN AMRO Bank N.V. Senior Vice
President
Diederik Wermolder ABN AMRO Investment Management B.V. Director
Director ABN AMRO Beheer Beleggingsfondsen B.V. Director
B.V. Hollandsche Belegging en Beheer Director
Maatshchappij
ABN AMRO Luxembourg Investment Director
Management S.A.
ABN AMRO Funds Investment Advisory Director
(Luxembourg) S.A.
ABN AMRO Interest Growth Fund Investment Director
Advisory (Luxembourg) S.A.
ABN AMRO Valurente Investment Advisory Vice President
(Luxembourg) S.A.
ABN AMRO Bank N.V.
Wypke Postma ABN AMRO Investment Management B.V. Officer
Director ABN AMRO Beheer Beleggingsfondsen B.V. Officer
B.V. Hollandsche Belegging en Beheer Officer
Maatschappij
ABN AMRO Bank N.V. Vice President

Mathilde De La Serviere Banque NSM, Paris Vice President
Director
Anne-Marie George Banque NSM, Paris Vice President
Director
Rogier Crijns ABN AMRO Bank N.V. Vice President
Portfolio Manager
Jan-Wim Derks ABN AMRO Bank N.V. Vice President
Portfolio Manager
Gijs Dooresteijn ABN AMRO Bank N.V. Vice President
Portfolio Manager
Alex Ng ABN AMRO Asset Management (Asia) Ltd. Director
Portfolio Manager P.T. ABN AMRO Manajemen Investasl Director
George Theodoridis ABN AMRO Investment Management B.V. Officer
Officer ABN AMRO Beheer Beleggingsfondsen B.V. Officer
B.V. Hollandsche Belegging en Beheer Officer
Maatshchappij Officer
ABN AMRO Bank N.V. Vice President
Erik Eleveld ABN AMRO Bank N.V. Assistant Vice
Trader President
John Vaartjes ABN AMRO Investment Management B.V. Officer
Compliance Officer ABN AMRO Beheer Beleggingsfondsen B.V. Officer
B.V. Hollandsche Belegging en Beheer Officer
Maatshchapij
ABN AMRO Bank N.V. Assistant Vice President
</TABLE>

Item 27. Principal Underwriters:

-11-
<PAGE>

(a) Furnish the name of each investment company (other than the Registrant) for
which each principal underwriter currently distributing the securities of
the Registrant also acts as a principal underwriter, distributor or
investment adviser.

First Data Distributors, Inc. (the "Distributor"), a wholly-owned
subsidiary of First Data Investor Services Group, Inc. and an indirect
wholly-owned subsidiary of First Data Corporation, acts as Distributor
for ABN AMRO Funds pursuant to a distribution agreement dated February
26, 1998. The Distributor also acts as underwriter for BT Insurance
Funds Trust, CT&T Funds, First Choice Funds Trust, Forward Funds,
Inc., Galaxy Fund II, Galaxy VIP Fund, IAA Trust Asset Allocation
Fund, Inc., IAA Trust Growth Fund, Inc., IAA Trust Tax Exempt Bond
Fund, Inc., IAA Trust Taxable Fixed Income Series Fund, Inc., IBJ
Funds Trust, ICM Series Trust, Light Index Fund, Inc., LKCM Funds,
Matthews International Funds, McM Funds, Metropolitan West Funds,
Panorama Trust, RWB/WPG U.S. Large Stock Fund, Smith Breeden Series
Fund, Smith Breeden Trust, Stratton Growth Fund, Inc., Stratton
Monthly Dividend REIT Shares, Inc., The Galaxy Fund, The Govett Funds,
Inc., The Potomac Funds, The Sports Funds Trust, The Stratton Funds,
Inc., Tomorrow Funds Retirement Trust, Trainer, Wortham First Mutual
Funds, Undiscovered Managers Funds, Weiss, Peck & Greer Funds Trust,
Weiss, Peck & Greer International Fund, Wilshire Target Funds, Inc.,
Worldwide Index Funds, WPG Growth Fund, WPG Growth and Income Fund and
WPG Tudor Fund. The Distributor is registered with the Securities and
Exchange Commission as a broker-dealer and is a member of the National
Association of Securities Dealers, Inc.

(b) The information required by this Item 27(b) with respect to each
First director, officer, or partner of Data Distributors, Inc. is
incorporated by reference to Schedule A of Form BD filed by First Data
Distributors, Inc. with the Securities and Exchange Commission
pursuant to the Securities Act of 1934 (file no. 8-45467).

Item 28. Location of Accounts and Records

All accounts, books and other documents required to be maintained by the
Registrant by Section 31(a) of the Investment Company Act of 1940 and the
Rules thereunder will be maintained by the offices of:

The Chase Manhattan Bank
270 Park Avenue
New York, New York 10017

ABN AMRO Asset Management (USA) Inc.
208 South LaSalle Street
Chicago, Illinois 60604

ABN AMRO-NSM International Funds Management B.V.
Hoogoorddreef 66-68
P.O.Box 283, 1000 EA
Amsterdam, The Netherlands ZU100GST

-12-
<PAGE>

First Data Investor Services Group, Inc.
One Exchange Place, 8th Floor
Boston, Massachusetts 02109

First Data Investor Services Group, Inc.
4400 Computer Drive
Westborough, Massachusetts 01581

First Data Investor Services Group, Inc.
3200 Horizon Drive
King of Prussia, Pennsylvania 19406

Item 29. There are no management-related service contracts not discussed in
Parts A and B.

Item 30. Undertakings: None.

-13-
<PAGE>

NOTICE

A copy of the Agreement and Declaration of Trust for ABN AMRO Funds (formerly
The Rembrandt Funds, The LSNT Funds and The Passport Funds) is on file with the
Secretary of State of The Commonwealth of Massachusetts and notice is hereby
given that this Registration Statement has been executed on behalf of the Trust
by an officer of the Trust as an officer and by its Trustees as trustees and not
individually and the obligations of or arising out of this Registration
Statement are not binding upon any of the Trustees, officers, or Shareholders
individually but are binding only upon the assets and property of the Trust.

-14-
<PAGE>

Signatures

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, as amended, the Registrant has duly caused this Post-
Effective Amendment No. 17 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Boston, Commonwealth of Massachusetts,
on the 26th day of February 1999.

ABN AMRO Funds

By: /s/Timothy J. Leach
-----------------------------
Timothy J. Leach, President

Pursuant to the requirements of the Securities Act of 1933, this Amendment to
the Registration Statement has been signed below by the following persons in the
capacity on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
* Trustee February 26, 1999
- -----------------------
Arnold F. Brookstone

* Trustee February 26, 1999
- -----------------------
William T. Simpson

* Trustee February 26, 1999
- -----------------------
Robert Feitler

/s/Timothy J. Leach Trustee, President & Chief February 26, 1999
- -----------------------
Timothy J. Leach Executive Officer

/s/Michael C. Kardok Treasurer February 26, 1999
- -----------------------
Michael C. Kardok
</TABLE>

*By: /s/Coleen D. Dinneen
-------------------------------------
Coleen D. Dinneen, Attorney-in-Fact

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<PAGE>

EXHIBIT INDEX

h(8) Administration and Fund Accounting Agreement between the Registrant and
ABN AMRO Fund Services, Inc., dated July 1, 1998 is filed herewith.
h(9) Sub-Administration and Fund Accounting Agreement between First Data
Investor Services Group, Inc. and ABN AMRO Fund Services, Inc., dated
July 1, 1998 is filed herewith.

<PAGE>

Exhibit(h8)

ADMINISTRATION AND FUND ACCOUNTING AGREEMENT

THIS ADMINISTRATION AND FUND ACCOUNTING AGREEMENT dated as of this 1st day
of July, 1998 (the "Agreement"), by and between ABN AMRO FUND SERVICES, INC., a
Delaware corporation ("AAFSI"), having its principal offices at 208 South
LaSalle Street, Chicago, Illinois 60604, and ABN AMRO FUNDS, a Massachusetts
business trust (the "Company") having its principal place of business at 208
South LaSalle Street, Chicago, Illinois 60604.

WHEREAS, the Company is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");

WHEREAS, the Company desires to retain AAFSI to perform certain
administrative services with respect to each investment portfolio listed in
Schedule A hereto (collectively, the "Funds"), as the same may be amended from
time to time by the parties hereto; and

WHEREAS, AAFSI is willing to perform such services on the terms and
conditions set forth herein.

WITNESSETH:

NOW, THEREFORE, in consideration of the premises and mutual covenants
herein, the Company and AAFSI agree as follows:

1. Effective Date and Appointment. This Agreement shall be effective on the
date first written above. The Company hereby appoints AAFSI as Administrator of
the Company on the terms set forth in this Agreement. AAFSI accepts such
appointment and agrees to render the services hereinafter set forth.

2. Delivery of Documents. The Company shall, on or before the date this
Agreement goes into effect, but in any case within a reasonable period of time
for AAFSI to prepare to perform its duties hereunder, deliver or cause to be
delivered to AAFSI the following documents properly certified or authenticated:

(a) Resolutions of the Company's Board of Trustees authorizing the
appointment of AAFSI to provide certain administrative services required by the
Company for each Fund and approving this Agreement;

(b) The Company's Declaration of Trust (the "Declaration of Trust")
filed with the Commonwealth of Massachusetts and all amendments thereto;

(d) The Investment Advisory Agreement between ABN AMRO Asset
Management (USA) Inc. (the "Adviser") and the Company dated as of December 31,
1992 and all amendments thereto (the "Advisory Agreement");

(e) The Custody Agreement between CoreStates Bank, N.A. (the
"Custodian") and the Company dated as of December 31, 1992 and all amendments
thereto (the "Custody Agreement");

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<PAGE>

(f) The Transfer Agency and Services Agreement between First Data
Investor Services Group, Inc. (the "Transfer Agent") and the Company dated as of
February 26, 1998 and all amendments thereto;

(g) The Distribution Agreement between First Data Distributors, Inc.
(the "Distributor") and the Company dated as of February 26, 1998 and all
amendments thereto (the "Distribution Agreement");

(h) The Company's Registration Statement on Form N-1A (the
"Registration Statement") under the Securities Act of 1933 and under the 1940
Act (File Nos. 33-52784 and 811-7244), as declared effective by the Securities
and Exchange Commission ("SEC") on December 31, 1992, relating to shares of the
Company's beneficial interests, no par value per share, and all amendments
thereto; and

(i) Each Fund's most recent prospectus and Statement of Additional
Information and all amendments and supplements thereto (collectively, the
"Prospectuses").

The Company will furnish AAFSI from time to time with copies, properly
certified or authenticated, of all amendments of or supplements to the
foregoing. Furthermore, the Company will provide AAFSI with any other documents
that AAFSI may reasonably request and will notify AAFSI as soon as possible of
any matter materially affecting the performance of AAFSI of its services under
this Agreement.

3. Duties as Administrator. Subject to the supervision and direction of
the Board of Trustees of the Company, AAFSI, as Administrator, will assist in
supervising various aspects of the Company's administrative operations and
undertakes to perform the following specific services:

(a) Administering and performing the customary services of an
administrator, including those described in Schedule D hereto and incorporated
herein and in accordance with the terms of the Registration Statement of the
Company on behalf of the Funds, applicable law, the procedures of the Company,
and the procedures established from time to time between AAFSI and the Company;

(b) Maintaining office facilities (which may be in the offices of
AAFSI or a corporate affiliate) and furnishing corporate officers for the
Company;

(c) Performing the functions ordinarily performed by a mutual fund
group's internal legal department as described in Schedule D to this Agreement,
furnishing data processing services, clerical services, and executive and
administrative services and standard stationery and office supplies in
connection with the foregoing;

(d) Accounting and bookkeeping services (including the maintenance of
such accounts, books and records of the Company as may be required by Section
31(a) of the 1940 Act and the rules thereunder);

(e) Internal auditing;

(f) Performing all functions ordinarily performed by the office of a
corporate treasurer, and furnishing the services and facilities ordinarily
incident thereto, including calculating the net asset value of the shares in
conformity with the Fund(s) prospectus(es);

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<PAGE>

(g) Preparing reports to the Company's shareholders of record and the
SEC including, but not necessarily limited to, Annual Reports and Semi-Annual
Reports on Form N-SAR;

(h) Preparing and filing various reports or other documents required
by federal, state and other applicable laws and regulations, other than those
filed or required to be filed by the Adviser or Transfer Agent;

(i) Preparing and filing the Company's tax returns;

(j) Assisting the Adviser, at the Adviser's request, in developing
compliance procedures for the Company which will include, among other matters,
procedures monitoring compliance with each Fund's investment objective,
policies, restrictions, tax matters and applicable laws and regulations;

(k) Monitoring compliance with each Fund's investment objective,
policies, restrictions, tax matters and applicable laws and regulations in
accordance with the procedures established from time to time between AAFSI, the
Adviser and the Company;

(l) Performing all functions ordinarily performed by the office of a
corporate secretary, and furnishing the services and facilities incident
thereto, including all functions pertaining to matters organic to the
organization, existence and maintenance of the corporate franchise of the
Company, including preparation for, conduct of, and recording trustees' meetings
and shareholder meetings. Trustees' meetings in excess of five in any calendar
year and shareholder meetings in excess of one in any one year period shall be
for an additional reasonable charge as may be agreed upon by the Company and
AAFSI;

(m) Performing "Blue Sky" compliance functions, including maintaining
notice filings, qualifications or "Blue Chip" exemptions (if available) in all
U.S. jurisdictions requested by the Company, monitoring sales of shares in all
such jurisdictions and filing such additional notice or applying for such
additional or amended qualifications as may be reasonably anticipated to be
necessary to permit continuous sales of the shares of the Funds in all such
jurisdictions, filing sales literature and advertising materials to the extent
required, with such Blue Sky authorities, and making and filing all other
applications, reports, notices, documents and exhibits in connection with the
foregoing; and

(n) Furnishing all other services identified on Schedule D annexed
hereto and incorporated herein which are not otherwise specifically set forth
above.

(o) AAFSI agrees to provide the services set forth herein in
accordance with the Performance Standards annexed hereto as Exhibit 1 of
Schedule D and incorporated herein (the "Performance Standards"). Such
Performance Standards may be amended from time to time by the parties.

In performing its duties under this Agreement, AAFSI: (a) will act in
accordance with the Declaration of Trust, By-Laws, Prospectuses and with the
instructions and directions of the Company and will conform to and comply with
the requirements of the 1940 Act and all other applicable federal or state laws
and regulations; and (b) will consult with legal counsel to the Company, as
appropriate. Furthermore, AAFSI shall not have or be required to have any
authority to supervise the investment or

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<PAGE>

reinvestment of the securities or other properties which comprise the assets of
the Company or any of its Funds and shall not provide any investment advisory
services to the Company or any of its Funds.

4. Compensation and Allocation of Expenses. AAFSI shall bear all expenses
in connection with the performance of its services under this Agreement, except
as indicated below.

(a) AAFSI will from time to time employ or associate with itself such
person or persons as AAFSI may believe to be particularly suited to assist it in
performing services under this Agreement. Such person or persons may be officers
and employees who are employed by both AAFSI and the Company. The compensation
of such person or persons shall be paid by AAFSI and no obligation shall be
incurred on behalf of the Company in such respect.

(b) AAFSI shall not be required to pay any of the following expenses
incurred by the Company: membership dues in the Investment Company Institute or
any similar organization; investment advisory expenses; costs of printing and
mailing prospectuses, reports and notices; interest on borrowed money; brokerage
commissions; taxes and fees payable to Federal, state and other governmental
agencies; fees of Trustees of the Company who are not affiliated with AAFSI;
outside auditing expenses; outside legal expenses; or other expenses not
specified in this Section 4 which are properly payable by the Company.

(c) The Company on behalf of each of the Funds will compensate AAFSI
for the performance of its obligations hereunder in accordance with the fees set
forth in the written Fee Schedule annexed hereto as Schedule B and incorporated
herein.

(d) The Company will compensate AAFSI for its services rendered
pursuant to this Agreement in accordance with the fees set forth above. Such
fees do not include reasonable out-of-pocket disbursements of AAFSI or Special
Legal Services, as described in Schedule C, for which AAFSI shall be entitled to
bill separately. Out-of-pocket disbursements shall include the items specified
in Schedule C, annexed hereto and incorporated herein, and such other expenses
as agreed upon in writing by AAFSI and the Company.

(e) AAFSI will bill the Company as soon as practicable after the end
of each calendar month, and said billings will be detailed in accordance with
the out-of-pocket schedule. The Company will pay to AAFSI the amount of such
billing by Federal Funds Wire within fifteen (15) business days after the
Company's receipt of said bill. In addition, AAFSI may charge a service fee on
any past due billed amount equal to the lesser of (i) one and one half percent
(1-1/2%) per month or (ii) the highest interest rate legally permitted.

(f) Any compensation agreed to hereunder may be adjusted from time to
time by attaching to Schedule B, a revised Fee Schedule, executed and dated by
the parties hereto.

(g) In the event that AAFSI has failed to meet a specific Performance
Standard category with respect to any Fund, as set forth in Exhibit 1 to
Schedule D, in two of any rolling three month periods, the Company may reduce
the total amount of fees due to AAFSI under this Agreement, excluding out-of-
pocket expenses, by an amount equal to five percent (5%) of the fees for the
third month. Notwithstanding the foregoing, the Company's right under this
Section 4(g) shall not be effective until ninety (90) days after AAFSI has begun
providing services under this Agreement.

-4-
<PAGE>

(h) In the event that AAFSI has failed to meet a specific Performance
Standard category with respect to the Fund, as set forth in Exhibit 1 to
Schedule D, in four of any rolling six month period, the Company may terminate
this Agreement in accordance with Section 8(d). Notwithstanding the foregoing,
the Company's right under this Section 4(h) shall not be effective until ninety
(90) days after AAFSI has begun providing services under this Agreement.

5. Limitation of Liability.

(a) AAFSI shall at all times act in good faith and agrees to use its best
efforts within commercially reasonable limits to ensure the accuracy of all
services performed under this Agreement. AAFSI shall not be liable for any error
of judgment or mistake of law or for any loss suffered by the Company in
connection with the performance of its obligations and duties under this
Agreement, except a loss resulting from AAFSI's willful misfeasance, bad faith
or negligence in the performance of such obligations and duties, or by reason of
its reckless disregard thereof, reliance on information furnished to the Company
by AAFSI or its affiliates, or AAFSI's refusal or failure to comply with the
terms or conditions of this Agreement. The Company shall not be liable to AAFSI
or any of its affiliates for any error of judgment or mistake of law or for any
loss suffered by AAFSI or its affiliates in connection with this Agreement,
except for a loss resulting from the Company's willful misfeasance, bad faith or
negligence, or by reason of its reckless disregard of its duties and obligations
hereunder.

(b) Each party shall have the duty to mitigate damages for which the other
party may become responsible.

(c) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT
SHALL EITHER PARTY, ITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, OFFICERS,
EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE FOR LOST PROFITS, EXEMPLARY,
PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES.

6. Indemnification.

(a) The Company shall indemnify and hold AAFSI harmless from and
against any and all claims, costs, expenses (including reasonable attorneys'
fees), losses, damages, charges, payments and liabilities of any sort or kind
which may be asserted against AAFSI or for which AAFSI may be held to be liable
in connection with any action required to be taken pursuant to this Agreement (a
"Claim"), unless such Claim resulted from a willful misfeasance, bad faith or
negligence by AAFSI in the performance of its duties hereunder or reckless
disregard of its duties or obligations hereunder, reliance on information
furnished to the Company by AAFSI or its affiliates, or AAFSI's refusal or
failure to comply with the terms or conditions of this Agreement.

(b) AAFSI shall indemnify and hold the Company harmless from and
against any and all claims, costs, expenses (including attorney's fees), losses,
damages, charges, payments and liabilities of any sort or kind which may be
asserted against the Company, or for which the Company may be held liable in
connection with this Agreement, or AAFSI's performance hereunder (a "Claim"),
unless such Claim resulted from willful misfeasance, bad faith or negligence by
the Company in the performance of it duties or obligations hereunder, or
reckless disregard of its duties and obligations hereunder.

-5-
<PAGE>

(c) In any case in which one party (the "Indemnifying Party") may be
asked to indemnify or hold the other party (the "Indemnified Party") harmless,
the Indemnified Party will notify the Indemnifying Party promptly after
identifying any situation which it believes presents or appears likely to
present a claim for indemnification against the Indemnifying Party although the
failure to do so in good faith shall not prevent recovery by the Indemnified
Party and shall keep the Indemnifying Party advised with respect to all
developments concerning such situation. The Indemnifying Party shall have the
option to defend the Indemnified Party against any Claim which may be the
subject of this indemnification, and, in the event that the Indemnifying Party
so elects, such defense shall be conducted by counsel chosen by the Indemnifying
Party and satisfactory to the Indemnified Party whose approval shall not be
unreasonably withheld, and thereupon the Indemnifying Party shall take over
complete defense of the Claim and the Indemnified Party shall sustain no further
legal or other expenses in respect of such Claim. If the Indemnifying Party
elects to assume the defense of any suit and retains counsel, the Indemnified
Party shall bear the fees and expenses of any additional counsel retained by it.
The Indemnified Party will not confess any Claim or make any compromise in any
case in which the Indemnifying Party will be asked to provide indemnification,
except with the Indemnifying Party's prior written consent. The obligations of
the parties hereto under this Section 6 shall survive the termination of this
Agreement.

(d) Except for remedies which cannot be waived as a matter of law (and
injunctive or provisional relief), the provisions of this Article 6 shall be the
Indemnified Party's sole and exclusive remedy for claims or other actions or
proceedings to which the Indemnifying Party's indemnification obligations
pursuant to this Article 6 apply.

(e) In the event that the Indemnifying Party does not elect to assume
the defense of any such suit or in the case the Indemnified Party reasonably
does not approve of counsel chosen by the Indemnifying Party, or in the case
there is a conflict of interest between the Company and AAFSI, the Indemnifying
Party will reimburse the Indemnified Party, its officers, trustees, directors
and employees, or the controlling person or persons named as defendant or
defendants in such suit, for the reasonable fees and expenses of any counsel
retained by the Indemnified Party or such defendant(s). The Indemnifying Party's
indemnification agreement contained in this Section 6 and the Indemnifying
Party's representations and warranties contained in this Agreement shall remain
operative and in full force and effect regardless of any investigation made by
or on behalf of the Indemnified Party, its officers, directors, trustees or
employees, or any controlling person(s). This agreement of indemnity will inure
exclusively to the Indemnified Party's benefit, to the benefit of its several
officers, directors, trustees and employees, and their respective estates and to
the benefit of the controlling person(s) and their successors. The Indemnifying
Party agrees promptly to notify the Indemnified Party of the commencement of any
litigation or proceedings against the Indemnifying Party or any of its officers,
directors, trustees or employees in connection with the services rendered
hereunder.

7. EXCLUSION OF WARRANTIES. THIS IS A SERVICE AGREEMENT. EXCEPT AS
EXPRESSLY PROVIDED IN THIS AGREEMENT, AAFSI DISCLAIMS ALL OTHER REPRESENTATIONS
OR WARRANTIES, EXPRESS OR IMPLIED, MADE TO THE FUND OR ANY OTHER PERSON,
INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY, SUITABILITY,
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE (IRRESPECTIVE OF
ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE) OF ANY SERVICES OR ANY GOODS
PROVIDED INCIDENTAL TO SERVICES PROVIDED UNDER THIS AGREEMENT. AAFSI DISCLAIMS
ANY WARRANTY OF TITLE OR NON-INFRINGEMENT EXCEPT AS OTHERWISE SET FORTH IN THIS
AGREEMENT.

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<PAGE>

8. Term and Termination of Agreement.

(a) This Agreement shall be effective on the date first written above
and shall continue for a period of three (3) years (the "Initial Term"), unless
earlier terminated pursuant to the terms of this Agreement. Thereafter, this
Agreement shall automatically be renewed for successive terms of three (3) years
("Renewal Terms") each.

(b) Either party may terminate this Agreement at the end of the
Initial Term or at the end of any subsequent Renewal Term upon not than less
than ninety (90) days prior written notice to the other party. This Agreement
may be terminated by mutual written agreement of the parties.

(c) In the event a termination notice is given by the Company, all
reasonable expenses associated with movement of records and materials and
conversion thereof will be borne by the Company, provided, however, that AAFSI
shall use its best efforts to mitigate the costs associated with such
conversion.

(d) If a party hereto is guilty of a material failure to perform its
duties and obligations hereunder (a "Defaulting Party") resulting in a material
loss to the other party, such other party (the "Non-Defaulting Party") may give
written notice thereof to the Defaulting Party, and if such material breach
shall not have been remedied within thirty (30) days after such written notice
is given or such material breach is incapable of being remedied, as reasonably
determined by the Non-Defaulting Party, then the Non-Defaulting Party may
terminate this Agreement by giving thirty (30) days written notice of such
termination to the Defaulting Party. If AAFSI is the Non-Defaulting Party, its
termination of this Agreement shall not constitute a waiver of any other rights
or remedies of AAFSI with respect to services performed prior to such
termination or rights of AAFSI to be reimbursed for out-of-pocket expenses. In
all cases, termination by the Non-Defaulting Party shall not constitute a waiver
by the Non-Defaulting Party of any other rights it might have under this
Agreement or otherwise against the Defaulting Party.

(e) Notwithstanding anything contained in this Agreement to the
contrary, in the event that this Agreement is terminated by the Company and such
termination arises, either directly or indirectly as a result of the Company's
dissolution or the Company's acquisition of or consolidation or merger into or
with a mutual fund (the "New Company") for which AAFSI does not provide services
substantially similar to those provided to the Company hereunder, prior to the
effective date of such termination and the conversion of the Company's records
to the New Fund, or its agent, the Company shall pay to AAFSI the fee set forth
in Schedule B (the "Early Termination Fee").

(f) This Agreement may be terminated by the Company without penalty in
the event of its assignment, as such term is defined in the 1940 Act, by AAFSI
provided that 45 days prior written notice of termination must be given to AAFSI
within 120 days following the assignment.

9. Modifications and Waivers; Authority to Act. No change, termination,
modification, or waiver of any term or condition of the Agreement shall be valid
unless in writing signed by each party. No such writing shall be effective as
against AAFSI unless said writing is executed by a Senior Vice President,
Executive Vice President or President of AAFSI. A party's waiver of a breach of
any term or condition in the Agreement shall not be deemed a waiver of any
subsequent breach of the same or another term or condition. Any officer,
director, partner, employee or agent of the Company who is also an officer,
director, partner, employee or agent of AAFSI shall be deemed to be rendering
services to or

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<PAGE>

acting solely for the Company, except when rendering services or conducting
business in connection with AAFSI's duties hereunder.

10. No Presumption Against Drafter. AAFSI and the Company have jointly
participated in the negotiation and drafting of this Agreement. The Agreement
shall be construed as if drafted jointly by the Company and AAFSI, and no
presumptions arise favoring any party by virtue of the authorship of any
provision of this Agreement.

11. Publicity. Neither AAFSI nor the Company shall release or publish
news releases, public announcements, advertising or other publicity relating to
this Agreement or to the transactions contemplated by it, other than factual
statements concerning the existence of the relationship, without prior review
and written approval of the other party; provided, however, that either party
may make such disclosures as are required by legal, accounting or regulatory
requirements after making reasonable efforts in the circumstances to consult in
advance with the other party.

12. Severability. The parties intend every provision of this Agreement to
be severable. If a court of competent jurisdiction determines that any term or
provision is illegal or invalid for any reason, the illegality or invalidity
shall not affect the validity of the remainder of this Agreement. In such case,
the parties shall in good faith modify or substitute such provision consistent
with the original intent of the parties. Without limiting the generality of
this paragraph, if a court determines that any remedy stated in this Agreement
has failed of its essential purpose, then all other provisions of this
Agreement, including the limitations on liability and exclusion of damages,
shall remain fully effective.

13. Notice. Any notice or other instrument authorized or required by this
Agreement to be given in writing to the Company or AAFSI shall be sufficiently
given if addressed to the party and received by it at its office set forth below
or at such other place as it may from time to time designate in writing.

To the Company:

ABN AMRO Funds
P.O. Box 9765-5047
Providence, RI 02940-5047

To AAFSI

ABN AMRO Fund Services, Inc.
208 South LaSalle Street
Chicago, Illinois 60604
Attention: Tim Leach

with a copy to AAFSI's Chief Counsel: Martha Clemons

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<PAGE>

parent or subsidiary, or to the purchaser of substantially all of its business.
It is agreed that AAFSI may enter into a subadministration contract with First
Data Investor Services Group, Inc. to perform administrative services in
connection with this Agreement.

15. Governing Law/Venue. The laws of the Commonwealth of Massachusetts,
excluding the laws on conflicts of laws, shall govern the interpretation,
validity, and enforcement of this Agreement. To the extent that the provisions
of Massachusetts law or the provisions hereof conflict with the 1940 Act, the
1940 Act shall control.

16. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and which
collectively shall be deemed to constitute only one instrument.

17. Captions. The captions of this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.

18. Obligations of the Company. The Company and AAFSI agree that the
obligations of the Company under the Agreement shall not be binding upon any of
the Trustees, shareholders, nominees, officers, employees or agents, whether
past, present or future, of the Company individually, but are binding only upon
the assets and property of the Company, as provided in the Declaration of Trust.
The execution and delivery of this Agreement have been authorized by the
Trustees of the Company, and signed by an authorized officer of the Company,
acting as such, and neither such authorization by such Trustees nor such
execution and delivery by such officer shall be deemed to have been made by any
of them or any shareholder of the Company individually or to impose any
liability on any of them or any shareholder of the Company personally, but shall
bind only the assets and property of the Company as provided in the Declaration
of Trust. The Company and AAFSI further agree that the obligations of a Fund
under the Agreement shall not be binding upon any other Fund, but are binding
only upon the assets and property of such Fund, as provided in the Declaration
of Trust.

19. Arbitration.

(a) Any claim or controversy arising out of or related to this
Agreement, or breach hereof, shall be settled by arbitration administered by the
American Arbitration Association in Massachusetts in accordance with its
applicable rules, except that the Federal Rules of Evidence and the Federal
Rules of Civil Procedure with respect to the discovery process shall apply. The
parties hereby agree that judgment upon the award rendered by the arbitrator may
be entered in any court having jurisdiction.

(b) The parties acknowledge and agree that the performance of the
obligations under this Agreement necessitates the use of instrumentalities of
interstate commerce and, notwithstanding other general choice of law provisions
in this Agreement, the parties agree that the Federal Arbitration Act shall
govern and control with respect to the provisions of this Article.

20. Additional Funds. In the event that the Company establishes one or
more Funds in addition to those identified in Schedule A, with respect to which
the Company desires to have AAFSI render services as administrator under the
terms hereof, the Company shall so notify AAFSI in writing, and if AAFSI agrees
in writing to provide such services, Schedule A shall be amended to include such
additional Funds.

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<PAGE>

21. Confidentiality: Ownership.

(a) Confidentiality. In the course of performance under this
Agreement, each party may have access to and receive disclosure of confidential
information about the other party, including but not limited to that party's
financial information, financial strategies, marketing plans, customer profiles,
sales estimates, business plans and a variety of other information which the
receiving party should reasonably consider to be confidential and proprietary
(hereinafter referred to as "Confidential Information"). The contents of this
Agreement are also Confidential Information. Each party shall exercise
reasonable care to safeguard the confidentiality of the Confidential Information
of the other. Confidential Information of the disclosing party shall be used by
the receiving party solely in the performance of the receiving party's
obligations pursuant to this Agreement. The receiving party shall receive
Confidential Information in confidence and not disclose Confidential Information
of the disclosing party to any third party, except as may be necessary for the
receiving party to perform its obligations pursuant to this Agreement, as
required by law or a court of competent jurisdiction or by a regulatory agency
with supervisory responsibilities over the disclosing party, for confidential
consultations with accountants or attorneys, or as may otherwise be agreed upon
in writing by the disclosing party. Each party may, however, disclose
Confidential Information to its parent corporation, affiliates, subsidiaries and
affiliated companies and employees, provided that each shall use reasonable
efforts to ensure that the Confidential Information is not duplicated or
disclosed in breach of this Agreement.

Each party acknowledges that breach of the restrictions on use,
dissemination or disclosure of any Confidential Information of the other party
would result in immediate and irreparable harm, and money damages would be
inadequate to compensate the other party for that harm. Each party shall be
entitled to equitable relief, in addition to all other available remedies, to
redress any such breach.

(b) Ownership. In the course of performance under this Agreement,
AAFSI may create reports, marketing materials, promotional materials, and other
materials relating to the Company ("Results"). The Company acknowledges and
agrees that AAFSI is the sole owner of all rights (including, but not limited
to, copyrights) to any Results, or aspects of Results, that are used by AAFSI
for administering its clients generally and are not created solely for the
Company. Notwithstanding the foregoing, all rights (including, but not limited
to, copyrights) to any Results that are created solely for the Company
(including, but not limited to, any marketing materials and promotional
materials created solely in connection with the Company) are solely owned by the
Company and are assigned to the Company by AAFSI and the Company shall have a
perpetual, royalty free, worldwide, transferable license to use, copy, transmit,
distribute and modify any Results owned by AAFSI as may reasonably be necessary
for the Company to exploit fully all of its rights in any Results owned by the
Company.

22. Records. Notwithstanding any other provisions in this Agreement,
AAFSI, directly or through third parties, shall maintain and preserve for the
periods prescribed therein, records relating to the services to be performed
under this Agreement which are required under the 1940 Act, and the rules and
regulations thereunder. Any records required to be maintained and preserved
under the 1940 Act which are prepared or maintained by AAFSI on behalf of the
Company shall be prepared and maintained at the expense of AAFSI, but shall be
the property of the Company, shall be readily accessible during normal business
hours to the Company and its duly authorized agents, and shall be surrendered
promptly to the Company on written request or upon termination of this
Agreement. Records shall be surrendered in usable machine readable form. In the
case of any request or demand for the inspection of such records by another
party, AAFSI shall notify the Company and follow the Company's instructions as
to permitting

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<PAGE>

or refusing such inspection; provided that AAFSI may exhibit such records to any
person in any case where it is advised by its counsel that it may be held liable
for failure to do so, unless (in cases involving potential exposure only to
civil liability) the Company has agreed to indemnify AAFSI against such
liability and any expenses incurred.

23. Force Majeure. No party shall be liable for any default or delay in
the performance of its obligations under this Agreement if and to the extent
such default or delay is caused, directly or indirectly, by (i) fire, flood,
elements of nature or other acts of God; (ii) any outbreak or escalation of
hostilities, war, riots or civil disorders in any country, (iii) any act or
omission of the other party or any governmental authority; (iv) any labor
disputes (whether or not the employees' demands are reasonable or within the
party's power to satisfy); or (v) nonperformance by a third party or any similar
cause beyond the reasonable control of such party, including without limitation,
failures or fluctuations in telecommunications or other equipment. In any such
event, the non-performing party shall be excused from any further performance
and observance of the obligations so affected only for so long as such
circumstances prevail and such party continues to use commercially reasonable
efforts to recommence performance or observance as soon as practicable.

24. Equipment Failures. Notwithstanding any other provision in this
Agreement, in the event of equipment failures or the occurrence of events beyond
AAFSI's control which render its performance under this Agreement impossible,
AAFSI shall at no additional expense to the Company take reasonable steps to
minimize service interruptions. AAFSI represents that the various procedures
and systems which AAFSI has implemented with regard to safekeeping from loss or
damage attributable to fire, theft or any other cause of the records, and other
data of the Company and AAFSI's records, data, equipment, facilities and other
property used in performance of its obligations hereunder are reasonably
adequate and are covered by a reasonably adequate disaster recovery plan, and it
will make such changes therein from time to time as are reasonably required for
the secure performance of its obligations hereunder.

25. Year 2000. AAFSI's services hereunder shall be rendered, and its
computer systems used in rendering such services shall operate and function,
without any Year 2000 Error. The term "Year 2000 Error" means:

(a) any failure of AAFSI's systems to properly record, store, process,
calculate or present calendar dates falling on and after (and, if applicable,
spans of time including) January 1, 2000 as a result of the occurrence or use of
data consisting of such dates;

(b) any failure of AAFSI's systems to calculate any information
dependent on or relating to dates on or after January 1, 2000 in the same
manner, and with the same functionality, date integrity and performance, as such
systems record, store, process, calculate and present calendar dates on or
before December 31, 1999, or information dependent on or relating to such dates;
or

(c) any loss of functionality or performance with respect to the
introduction of records or processing of data containing dates falling on or
after January 1, 2000.

26. Entire Agreement. This Agreement, including all Schedules hereto,
constitutes the entire Agreement between the parties with respect to the subject
matter hereof and supersedes all prior and contemporaneous proposals,
agreements, contracts, representations, and understandings, whether written or
oral, between the parties with respect to the subject matter hereof.

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<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
duly executed and delivered by their duly authorized officers as of the date
first written above.

ABN AMRO FUND SERVICES, INC.

/s/ Martha Clemons
By:__________________________________

Martha Clemons
Name:________________________________

Corporate Secretary
Title:_______________________________

ABN AMRO FUNDS

/s/ R.A. Frodsham
By:__________________________________

R.A. Frodsham
Name:________________________________

Fund Officer
Title:_______________________________

-12-
<PAGE>

SCHEDULE A

Money Market Funds
Treasury Money Market Fund
Government Money Market Fund
Money Market Fund
Tax-Exempt Money Market Fund

Fixed Income Funds
Fixed Income Fund
Intermediate Government Fixed Income Fund
Tax-Exempt Fixed Income Fund
International Fixed Income Fund
Limited Volatility Fixed Income Fund

Balanced Funds
Balanced Fund

Equity Funds
Value Fund
Growth Fund
International Equity Fund
Small Cap Growth Fund
Small Cap Value Fund
Asian Tigers Fund
TransEurope Fund
Latin America Equity Fund
Real Estate Fund

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<PAGE>

SCHEDULE B
----------

FEE SCHEDULE

For the services to be rendered, the facilities to be furnished and the
payments to be made by AAFSI, as provided for in this Agreement, the Company, on
behalf of each Fund, will pay AAFSI a fee for the previous month at the rates
listed below. The fee for the period from the effective date of this Agreement
to the end of such month shall be prorated according to the proportion that such
period bears to the full monthly period. Upon any termination of this Agreement
before the end of any month, the fee for such part of a month shall be prorated
according to the proportion which such period bears to the full monthly period
and shall be payable upon the date of termination of this Agreement.

. Fund Administration Fee:

0.15% of average net assets

. Fund Accounting Fee:

Per Fund $35,000
Each additional class $2,500

. Early Termination Fee:

The Early Termination Fee referred to in Section 8(e) of this
Agreement, shall equal in the aggregate $1,500,000 if such
termination occurs during the first year of the Agreements and
$750,000 if such termination occurs during the second year of the
Agreements.

. AAFSI shall be entitled to collect all out-of-pocket fees described in
Schedule C.

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<PAGE>

SCHEDULE C
----------

OUT-OF-POCKET EXPENSES

Out-of-pocket expenses include, but are not limited to, the following:

- Postage of Board meeting materials and other materials to the Company's
Board members and service providers (including overnight or other
courier services)
- Telecommunications charges (including FAX) with respect to
communications with the Company's directors, officers and service
providers
- Travel to and from Board Meetings and other meetings with Fund
management by persons AAFSI deems necessary
- Duplicating charges with respect to filings with federal and state
authorities and Board meeting materials
- Courier services
- Pricing services
- Forms and supplies for the preparation of Board meetings and other
materials on behalf of the Company
- Vendor set-up charges for Blue Sky services
- Customized programming requests
- Such other expenses as are agreed to by AAFSI and the Company

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<PAGE>

SCHEDULE D
----------

Fund Accounting and Administrative Services

Oversight/Management Responsibilities
. Supervision and coordination of transfer agent
. Supervision and coordination of IRA custodian
. Supervision and coordination of Fund custodian
. Vendor management and invoicing
. Coordinate licensing arrangements with ABN AMRO
. Daily report coordination
. Media relations
. Sales literature & forms development
. Trade show coordination
. Fund operations coordination
. Coordination of all s/o mailings
. Management of auditor relationship
. Oversight of portfolio compliance function

Routine Projects
. Daily, Weekly, and Monthly Reporting
. Portfolio and General Ledger Accounting
. Daily Pricing of all Securities
. Daily Valuation and NAV Calculation. Monitoring compliance with all
applicable procedures. Support and report delivery to the valuation
committee
. Comparison of NAV to market movement
. Review of price tolerance/fluctuation report
. Research items appearing on the price exception report
. Weekly cost monitoring along with market-to-market valuations in accordance
with Rule 2a7
. Preparation of monthly ex-dividend monitor
. Daily cash reconciliation with the custodian bank
. Daily updating of price and rate information to the Transfer Agent/
Insurance Agent
. Daily support and report delivery to Portfolio Management
. Daily calculation of fund advisor fees and waivers
. Daily calculation of distribution rates
. Daily maintenance of each fund's general ledger including expense accruals
. Daily price notification to other vendors as required
. Calculation of 30-day adjusted SEC yields
. Preparation of month-end reconciliation package
. Monthly reconciliation of fund expense records
. Preparation of monthly pay down gain/loss summaries
. Preparation of all annual and semi-annual audit work papers
. Preparation and Printing of Financial Statements
. Providing Shareholder Tax Information to Transfer Agent
. Producing Drafts of IRS and State Tax Returns

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<PAGE>

. Treasury Services including:
Provide Officer for the fund
Expense Accrual Monitoring
Determination of Dividends
Prepare materials for review by the board, e.g., 2a-7,10f-3, 17a-7,
17e-1, Rule 144a
Tax and Financial Counsel
. Monthly Compliance Testing including Section 817H
. Other services ordinarily performed and provided by a fund administrator
and fund accounting department

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<PAGE>

Legal, Regulatory and Board of Trustees Support

Routine Legal Services

Corporate Secretarial
- ---------------------
. Assist in maintaining corporate records and good standing status of Fund in
its state of organization
. Provide Secretary/Assistant Secretary for Fund
. Develop and maintain calendar of annual and quarterly board approvals and
regulatory filings
. Prepare notice, agenda, memoranda, resolutions and background materials for
legal approval at quarterly board meetings; attend meetings; make
presentations where appropriate; prepare minutes; follow up on issues
. Provide support for one special board meeting per year and written consent
votes where needed

Regulatory/Filings
- ------------------
. Prepare and file annual Post-Effective Amendment
. Prepare and file Rule 24e-2 and Rule 24f-2 Notices
. Review and file Form N-SAR
. Review and file Annual and Semi-Annual Financial Reports
. Prepare prospectus supplements as needed

Miscellaneous Routine Legal Services
- ------------------------------------
. Communicate significant regulatory or legislative developments to Fund
management and directors and provide related planning assistance where needed
. Consult with Fund management regarding portfolio compliance and Fund
corporate and regulatory issues as needed
. Maintain effective communication with outside counsel and review legal bills
of outside counsel
. Coordinate the printing and mailing process with outside printers for all
shareholder publications
. Review sales material and advertising for Fund SEC and NASD compliance
. Arrange D&O/E&O insurance and fidelity bond coverage for Fund
. Assist in managing SEC audits of Funds
. Assist in monitoring Fund Code of Ethics reporting and provide such reports
to Adviser
. Assist in developing compliance guidelines and procedures to improve overall
compliance by Fund and service providers

Special Legal Services (billed separately)
. Assist in conversion
Coordinate time and responsibility schedules
Draft notice, agenda, memoranda, resolutions and background materials for
board approval
. Assist in new fund start-up (to the extent requested)
Coordinate time and responsibility schedules
Prepare Fund corporate documents (MTA/by-laws)
Draft/file registration statement (including investment objectives/policies
and prospectuses)
Respond to and negotiate SEC comments
Draft notice, agenda and resolutions for organizational meeting; attend
board meeting; make presentations where appropriate; prepare minutes and
follow up on issues
. Prepare notice, agenda, memoranda and background materials for special
board meetings, make presentations where appropriate, prepare minutes and
follow up on issues*

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<PAGE>

. Prepare proxy material for special meetings (including fund merger
documents)*
. Prepare PEA for special purposes (e.g., new funds or classes, changes in
advisory relationships, mergers, restructurings)*
. Assist in extraordinary non-recurring projects
Arrange CDSC financial programs
Prospectus simplification
Profile prospectuses
Exemptive order applications
. Provide consultative legal services as needed

* Services and charges may vary based on volume. Special Legal Services shall
be billed at a rate of $185 per hour subject to certain project caps as may be
agreed to by AAFSI and the Company. No Special Legal Services shall be
undertaken by AAFSI without the prior written consent of the Company.

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<PAGE>

EXHIBIT 1 TO SCHEDULE D
AAFSI
PERFORMANCE STANDARDS

AAFSI'S obligation to meet the following Performance Standards shall be measured
in the aggregate with respect to all Funds of the Company.

AAFSI will report to the Company on a monthly basis the percent of items
completed within standard as well as a quality rating. Reporting will be
detailed to the transaction type level. A pass/fail determination for
contractual penalties will however be based on the categories listed below. For
example, the accuracy of NAV calculations will be reported to the Fund on an
individual basis and as a collective group. AAFSI will receive a "fail" for the
month if the collective score for all financials falls below the contractual
level. Note that completion standards are measured in business days.

Fund Accounting/Custody Liaison
- -------------------------------

. NAVs calculated accurately, provided that all information received from
external vendors or Fund managers is correct

. Information to nasdaq is reported accurately and within appropriate time
frames

. Daily bulletin is released by 6:30 p.m. Eastern Time, provided that all
information received from external vendors or Fund managers is received on
a timely basis

. Accurate Cash Availability will be provided by 9:30 a.m. Eastern Time

. Budget analysis

The above standards will be adhered to at least 98% of the time measured on a
monthly basis.

Fund Administration (Treasury and Reporting)/Tax/Compliance
- -----------------------------------------------------------

. All SEC and IRS regulatory requirements will be met according to the
deadlines set forth by the SEC and the IRS

. Notification to Adviser and Sub-Adviser within two (2) business days with
compliance violations based on procedures established by and among AAFSI
and the Company

The above standard will be met 100% of the time.

Legal Administration
- --------------------

. Board materials will be sent to the Company for review fourteen (14)
business days prior to the Board meeting

. Review of sales literature - response within seven (7) business days

The above standard will be met 98% of the time as measured on a quarterly basis.

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<PAGE>

. Timely submission of sales literature to NASD

The above standard will be met 98% of the time as measured on a quarterly basis.

-21-

<PAGE>

Exhibit h(9)

SUB-ADMINISTRATION AND
FUND ACCOUNTING AGREEMENT

THIS SUB-ADMINISTRATION AND FUND ACCOUNTING AGREEMENT dated as of this 1st
day of July, 1998 (the "Agreement"), by and between FIRST DATA INVESTOR SERVICES
GROUP, INC., a Massachusetts corporation ("Investor Services Group"), having its
principal offices at 4400 Computer Drive, Westborough, Massachusetts 01581 and
ABN AMRO FUND SERVICES INC., a Delaware corporation (the "Company") having its
principal place of business at 208 South La Salle Street, Chicago, Illinois
60604.

WHEREAS, the Company provides administration and fund accounting services
to ABN Amro Funds (the "Fund"), an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act");

WHEREAS, the Company desires to retain Investor Services Group to perform
certain sub-administrative and fund-accounting services with respect to each
investment portfolio listed in Schedule A hereto (collectively, the
"Portfolios"), as the same may be amended from time to time by the parties
hereto; and

WHEREAS, Investor Services Group is willing to perform such services on the
terms and conditions set forth herein.

WITNESSETH:

NOW, THEREFORE, in consideration of the premises and mutual covenants
herein, the Company and Investor Services Group agree as follows:

1. Effective Date and Appointment. This Agreement shall be effective on the
date first written above. The Company hereby appoints Investor Services Group as
Sub-Administrator of the Fund on the terms set forth in this Agreement. Investor
Services Group accepts such appointment and agrees to render the services
hereinafter set forth.

2. Delivery of Documents. The Company shall, on or before the date this
Agreement goes into effect, but in any case within a reasonable period of time
for Investor Services Group to prepare to perform its duties hereunder, deliver
or cause to be delivered to Investor Services Group the following documents
properly certified or authenticated:

(a) The Fund's Declaration of Trust (the "Declaration of Trust") filed
with the Commonwealth of Massachusetts and all amendments thereto;

(b) The Fund's By-Laws and all amendments thereto (the "By-Laws");

(c) The Investment Advisory Agreement between ABN Amro Asset
Management (USA) Inc. (the "Adviser") and the Fund dated as of December 31, 1992
and all amendments thereto (the "Advisory Agreement");

(d) The Custody Agreement between CoreStates Bank, N.A. (the
"Custodian") and the Fund dated as of December 31, 1992 and all amendments
thereto (the "Custody Agreement");

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<PAGE>

(e) The Transfer Agency and Services Agreement between First Data
Investor Services Group, Inc. (the "Transfer Agent") and the Fund dated as of
February 26, 1998 and all amendments thereto;

(f) The Distribution Agreement between First Data Distributors, Inc.
(the "Distributor") and the Fund dated as of February 26, 1998 and all
amendments thereto (the "Distribution Agreement");

(g) The Fund's Registration Statement on Form N-1A (the "Registration
Statement") under the Securities Act of 1933 and under the 1940 Act (File Nos.
33-52784 and 811-7244), as declared effective by the Securities and Exchange
Commission ("SEC") on December 31, 1992, relating to shares of the Fund's
beneficial interests, no par value per share, and all amendments thereto; and

(h) Each Portfolio's most recent prospectus and Statement of
Additional Information and all amendments and supplements thereto (collectively,
the "Prospectuses").

The Company will furnish Investor Services Group from time to time with
copies, properly certified or authenticated, of all amendments of or supplements
to the foregoing. Furthermore, the Company will provide Investor Services Group
with any other documents that Investor Services Group may reasonably request and
will notify Investor Services Group as soon as possible of any matter materially
affecting the performance of Investor Services Group of its services under this
Agreement.

3. Duties as Sub-Administrator. Investor Services Group, as Sub-
Administrator, will assist in supervising various aspects of the Fund's
administrative operations and undertakes to perform the following specific
services:

(a) Administering and performing the customary services of a sub-
administrator, including those described in Schedule D hereto and incorporated
herein and in accordance with the terms of the Registration Statement of the
Fund on behalf of the Portfolios, applicable law, the procedures of the Fund,
and the procedures established from time to time between Investor Services Group
and the Company;

(b) Maintaining office facilities (which may be in the offices of
Investor Services Group or a corporate affiliate) and furnishing corporate
officers for the Fund;

(d) Accounting and bookkeeping services (including the maintenance of
such accounts, books and records of the Fund as may be required by Section 31(a)
of the 1940 Act and the rules thereunder);

(e) Internal auditing;

-2-
<PAGE>

(g) Preparing reports to the Fund's shareholders of record and the SEC
including, but not necessarily limited to, Annual Reports and Semi-Annual
Reports on Form N-SAR;

(i) Preparing and filing the Fund's tax returns;

(j) Assisting the Adviser, at the Adviser's request, in developing
compliance procedures for the Fund which will include, among other matters,
procedures monitoring compliance with each Portfolio's investment objective,
policies, restrictions, tax matters and applicable laws and regulations;

(k) Monitoring compliance with each Portfolio's investment objective,
policies, restrictions, tax matters and applicable laws and regulations in
accordance with the procedures established from time to time between Investor
Services Group, the Adviser, the Company and the Fund;

(l) Performing all functions ordinarily performed by the office of a
corporate secretary, and furnishing the services and facilities incident
thereto, including all functions pertaining to matters organic to the
organization, existence and maintenance of the corporate franchise of the Fund,
including preparation for, conduct of, and recording trustees' meetings and
shareholder meetings. Trustees' meetings in excess of five in any calendar year
and shareholder meetings in excess of one in any one year period shall be for an
additional reasonable charge as may be agreed upon by the Company and Investor
Services Group;

(m) Performing "Blue Sky" compliance functions, including maintaining
notice filings, qualifications or "Blue Chip" exemptions (if available) in all
U.S. jurisdictions requested by the Company, monitoring sales of shares in all
such jurisdictions and filing such additional notice or applying for such
additional or amended qualifications as may be reasonably anticipated to be
necessary to permit continuous sales of the shares of the Portfolios in all such
jurisdictions, filing sales literature and advertising materials to the extent
required, with such Blue Sky authorities, and making and filing all other
applications, reports, notices, documents and exhibits in connection with the
foregoing; and

(n) Furnishing all other services identified on Schedule D annexed
hereto and incorporated herein which are not otherwise specifically set forth
above.

(o) Investor Services Group agrees to provide the services set forth
herein in accordance with the Performance Standards annexed hereto as Exhibit 1
of Schedule D and incorporated herein (the "Performance Standards"). Such
Performance Standards may be amended from time to time by the parties.

In performing its duties under this Agreement, Investor Services Group: (a)
will act in accordance with the Declaration of Trust, By-Laws, Prospectuses and
with the instructions and directions of the Company and will conform to and
comply with the requirements of the 1940 Act and all other applicable federal or
state laws and regulations; and (b) will consult with legal counsel to the Fund,
as appropriate. Furthermore, Investor Services Group shall not have or be
required to have any authority to supervise the investment or reinvestment of
the securities or other properties which comprise the assets of the Fund or

-3-
<PAGE>

any of its Portfolios and shall not provide any investment advisory services to
the Fund or any of its Portfolios.

4. Compensation and Allocation of Expenses. Investor Services Group shall
bear all expenses in connection with the performance of its services under this
Agreement, except as indicated below.

(a) Investor Services Group will from time to time employ or associate
with itself such person or persons as Investor Services Group may believe to be
particularly suited to assist it in performing services under this Agreement.
Such person or persons may be officers and employees who are employed by both
Investor Services Group and the Fund. The compensation of such person or persons
shall be paid by Investor Services Group and no obligation shall be incurred on
behalf of the Company or the Fund in such respect.

(b) Investor Services Group shall not be required to pay any of the
following expenses incurred by the Company or the Fund: membership dues in the
Investment Company Institute or any similar organization; investment advisory
expenses; costs of printing and mailing prospectuses, reports and notices;
interest on borrowed money; brokerage commissions; taxes and fees payable to
Federal, state and other governmental agencies; fees of Trustees of the Fund who
are not affiliated with Investor Services Group; outside auditing expenses;
outside legal expenses; or other expenses not specified in this Section 4 which
are properly payable by the Company or the Fund.

(c) The Company will compensate Investor Services Group for the
performance of its obligations hereunder in accordance with the fees set forth
in the written Fee Schedule annexed hereto as Schedule B and incorporated
herein.

(d) The Company will compensate Investor Services Group for its
services rendered pursuant to this Agreement in accordance with the fees set
forth above. Such fees do not include reasonable out-of-pocket disbursements of
Investor Services Group or Special Legal Services, as described in Schedule C,
for which Investor Services Group shall be entitled to bill separately. Out-of-
pocket disbursements shall include the items specified in Schedule C, annexed
hereto and incorporated herein, and such other expenses as agreed upon in
writing by Investor Services Group and the Company.

(e) Investor Services Group will bill the Company as soon as
practicable after the end of each calendar month, and said billings will be
detailed in accordance with the out-of-pocket schedule. The Company will pay to
Investor Services Group the amount of such billing by Federal Funds Wire within
fifteen (15) business days after the Company's receipt of said bill. In
addition, Investor Services Group may charge a service fee on any past due
billed amount equal to the lesser of (i) one and one half percent (1-1/2%) per
month or (ii) the highest interest rate legally permitted.

(f) Any compensation agreed to hereunder may be adjusted from time to
time by attaching to Schedule B, a revised Fee Schedule, executed and dated by
the parties hereto.

(g) In the event that Investor Services Group has failed to meet a
specific Performance Standard category with respect to any Portfolio, as set
forth in Exhibit 1 to Schedule D, in two of any rolling three month periods, the
Company may reduce the total amount of fees due to Investor Services Group under
this Agreement, excluding out-of-pocket expenses, by an amount equal to five
percent (5%) of the fees for the third month. Notwithstanding the foregoing, the
Company's right under this Section 4(g)

-4-
<PAGE>

shall not be effective until ninety (90) days after Investor Services Group has
begun providing services under this Agreement.

(h) In the event that Investor Services Group has failed to meet a
specific Performance Standard category with respect to the Portfolio, as set
forth in Exhibit 1 to Schedule D, in four of any rolling six month period, the
Company may terminate this Agreement in accordance with Section 8(d).
Notwithstanding the foregoing, the Company's right under this Section 4(h) shall
not be effective until ninety (90) days after Investor Services Group has begun
providing services under this Agreement.

5. Limitation of Liability.

(a) Investor Services Group shall at all times act in good faith and agrees
to use its best efforts within commercially reasonable limits to ensure the
accuracy of all services performed under this Agreement. Investor Services Group
shall not be liable for any error of judgment or mistake of law or for any loss
suffered by the Company or the Fund in connection with the performance of its
obligations and duties under this Agreement, except a loss resulting from
Investor Services Group's willful misfeasance, bad faith or negligence in the
performance of such obligations and duties, or by reason of its reckless
disregard thereof, reliance on information furnished to the Company or the Fund
by Investor Services Group or its affiliates, or Investor Services Group's
refusal or failure to comply with the terms or conditions of this Agreement. The
Company shall not be liable to Investor Services Group or any of its affiliates
for any error of judgment or mistake of law or for any loss suffered by Investor
Services Group or its affiliates in connection with this Agreement, except for a
loss resulting from the Company's willful misfeasance, bad faith or negligence,
or by reason of its reckless disregard of its duties and obligations hereunder.

(b) Each party shall have the duty to mitigate damages for which the other
party may become responsible.

6. Indemnification.

(a) The Company shall indemnify and hold Investor Services Group
harmless from and against any and all claims, costs, expenses (including
reasonable attorneys' fees), losses, damages, charges, payments and liabilities
of any sort or kind which may be asserted against Investor Services Group or for
which Investor Services Group may be held to be liable in connection with any
action required to be taken pursuant to this Agreement (a "Claim"), unless such
Claim resulted from a willful misfeasance, bad faith or negligence by Investor
Services Group in the performance of its duties hereunder or reckless disregard
of its duties or obligations hereunder, reliance on information furnished to the
Company by Investor Services Group or its affiliates, or Investor Services
Group's refusal or failure to comply with the terms or conditions of this
Agreement.

(b) Investor Services Group shall indemnify and hold the Company
harmless from and against any and all claims, costs, expenses (including
attorney's fees), losses, damages, charges, payments and liabilities of any sort
or kind which may be asserted against the Company, or for which the Company

-5-
<PAGE>

may be held liable in connection with this Agreement, or Investor Services
Group's performance hereunder (a "Claim"), unless such Claim resulted from
willful misfeasance, bad faith or negligence by the Company in the performance
of it duties or obligations hereunder, or reckless disregard of its duties and
obligations hereunder.

(e) In the event that the Indemnifying Party does not elect to assume
the defense of any such suit or in the case the Indemnified Party reasonably
does not approve of counsel chosen by the Indemnifying Party, or in the case
there is a conflict of interest between the Company and Investor Services Group,
the Indemnifying Party will reimburse the Indemnified Party, its officers,
trustees, directors and employees, or the controlling person or persons named as
defendant or defendants in such suit, for the reasonable fees and expenses of
any counsel retained by the Indemnified Party or such defendant(s). The
Indemnifying Party's indemnification agreement contained in this Section 6 and
the Indemnifying Party's representations and warranties contained in this
Agreement shall remain operative and in full force and effect regardless of any
investigation made by or on behalf of the Indemnified Party, its officers,
directors, trustees or employees, or any controlling person(s). This agreement
of indemnity will inure exclusively to the Indemnified Party's benefit, to the
benefit of its several officers, directors, trustees and employees, and their
respective estates and to the benefit of the controlling person(s) and their
successors. The Indemnifying Party agrees promptly to notify the Indemnified
Party of the commencement of any litigation or proceedings against the
Indemnifying Party or any of its officers, directors, trustees or employees in
connection with the services rendered hereunder.

7. EXCLUSION OF WARRANTIES. THIS IS A SERVICE AGREEMENT. EXCEPT AS
EXPRESSLY PROVIDED IN THIS AGREEMENT, INVESTOR SERVICES GROUP DISCLAIMS ALL
OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, MADE TO THE COMPANY,
THE FUND OR ANY OTHER PERSON, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES
REGARDING QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE OR OTHERWISE (IRRESPECTIVE OF ANY COURSE OF DEALING,

-6-
<PAGE>

CUSTOM OR USAGE OF TRADE) OF ANY SERVICES OR ANY GOODS PROVIDED INCIDENTAL TO
SERVICES PROVIDED UNDER THIS AGREEMENT. INVESTOR SERVICES GROUP DISCLAIMS ANY
WARRANTY OF TITLE OR NON-INFRINGEMENT EXCEPT AS OTHERWISE SET FORTH IN THIS
AGREEMENT.

8. Term and Termination of Agreement.

(c) In the event a termination notice is given by the Company, all
reasonable expenses associated with movement of records and materials and
conversion thereof will be borne by the Company, provided, however, that
Investor Services Group shall use its best efforts to mitigate the costs
associated with such conversion.

(d) If a party hereto is guilty of a material failure to perform its
duties and obligations hereunder (a "Defaulting Party") resulting in a material
loss to the other party, such other party (the "Non-Defaulting Party") may give
written notice thereof to the Defaulting Party, and if such material breach
shall not have been remedied within thirty (30) days after such written notice
is given or such material breach is incapable of being remedied, as reasonably
determined by the Non-Defaulting Party, then the Non-Defaulting Party may
terminate this Agreement by giving thirty (30) days written notice of such
termination to the Defaulting Party. If Investor Services Group is the Non-
Defaulting Party, its termination of this Agreement shall not constitute a
waiver of any other rights or remedies of Investor Services Group with respect
to services performed prior to such termination or rights of Investor Services
Group to be reimbursed for out-of-pocket expenses. In all cases, termination by
the Non-Defaulting Party shall not constitute a waiver by the Non-Defaulting
Party of any other rights it might have under this Agreement or otherwise
against the Defaulting Party.

(e) Notwithstanding anything contained in this Agreement to the
contrary, in the event that this Agreement is terminated by the Company and such
termination arises, either directly or indirectly as a result of the dissolution
of the Company or the Fund or the acquisition of or consolidation or merger into
or with another company or fund (the "New Company" or "New Fund" respectively)
for which Investor Services Group does not provide services substantially
similar to those provided to the Company hereunder, prior to the effective date
of such termination and the conversion of the Fund's records to the New Fund, or
its agent, the Company shall pay to Investor Services Group the fee set forth in
Schedule B (the "Early Termination Fee").

(f) This Agreement may be terminated by the Company without penalty in
the event of its assignment, as such term is defined in the 1940 Act, by
Investor Services Group, provided that 45 days prior written notice of
termination must be given to Investor Services Group within 120 days following
the assignment.

-7-
<PAGE>

9. Modifications and Waivers; Authority to Act. No change, termination,
modification, or waiver of any term or condition of the Agreement shall be valid
unless in writing signed by each party. No such writing shall be effective as
against Investor Services Group unless said writing is executed by a Senior Vice
President, Executive Vice President or President of Investor Services Group. A
party's waiver of a breach of any term or condition in the Agreement shall not
be deemed a waiver of any subsequent breach of the same or another term or
condition. Any officer, director, partner, employee or agent of the Fund who is
also an officer, director, partner, employee or agent of Investor Services Group
shall be deemed to be rendering services to or acting solely for the Fund,
except when rendering services or conducting business in connection with
Investor Services Group's duties hereunder.

10. No Presumption Against Drafter. Investor Services Group and the
Company have jointly participated in the negotiation and drafting of this
Agreement. The Agreement shall be construed as if drafted jointly by the Company
and Investor Services Group, and no presumptions arise favoring any party by
virtue of the authorship of any provision of this Agreement.

11. Publicity. Neither Investor Services Group nor the Company shall
release or publish news releases, public announcements, advertising or other
publicity relating to this Agreement or to the transactions contemplated by it,
other than factual statements concerning the existence of the relationship,
without prior review and written approval of the other party; provided, however,
that either party may make such disclosures as are required by legal, accounting
or regulatory requirements after making reasonable efforts in the circumstances
to consult in advance with the other party.

12. Severability. The parties intend every provision of this Agreement
to be severable. If a court of competent jurisdiction determines that any term
or provision is illegal or invalid for any reason, the illegality or invalidity
shall not affect the validity of the remainder of this Agreement. In such case,
the parties shall in good faith modify or substitute such provision consistent
with the original intent of the parties. Without limiting the generality of this
paragraph, if a court determines that any remedy stated in this Agreement has
failed of its essential purpose, then all other provisions of this Agreement,
including the limitations on liability and exclusion of damages, shall remain
fully effective.

13. Notice. Any notice or other instrument authorized or required by this
Agreement to be given in writing to the Company or Investor Services Group shall
be sufficiently given if addressed to the party and received by it at its office
set forth below or at such other place as it may from time to time designate in
writing.

To the Company:

ABN Amro Fund Services Inc.
208 South La Salle Street
Chicago, Illinois 60604
Attention: Martha Clemons, Esquire

To Investor Services Group:

First Data Investor Services Group, Inc.
4400 Computer Drive
Westborough, Massachusetts 01581
Attention: President

-8-
<PAGE>

with a copy to Investor Services Group's General Counsel

14. Assignment and Subcontracting. This Agreement, its benefits and
obligations shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and permitted assigns and is not intended to
confer upon any other person any rights or remedies hereunder. This Agreement
may not be assigned or otherwise transferred by either party hereto, without the
prior written consent of the other party, which consent shall not be
unreasonably withheld; provided, however, that Investor Services Group may, in
its sole discretion, assign all its right, title and interest in this Agreement
to an affiliate, parent or subsidiary, or to the purchaser of substantially all
of its business. Investor Services Group may, in its sole discretion, engage
subcontractors to perform any of the obligations contained in this Agreement to
be performed by Investor Services Group; provided, however that Investor
Services Group may not engage subcontractors to perform a substantial part of
the services to be performed by Investor Services Group without the prior
written consent of the Company, which consent may not be unreasonably withheld.

15. Governing Law/Venue. The laws of the Commonwealth of Massachusetts,
excluding the laws on conflicts of laws, shall govern the interpretation,
validity, and enforcement of this Agreement. All actions arising from or
related to this Agreement shall be brought in the state and federal courts
sitting in the City of Boston, and Investor Services Group and the Company
hereby submit themselves to the exclusive jurisdiction of those courts. To the
extent that the provisions of Massachusetts law or the provisions hereof
conflict with the 1940 Act, the 1940 Act shall control.

17. Captions. The captions of this Agreement are included for convenience
of reference only and in no way define or delimit any of the provisions hereof
or otherwise affect their construction or effect.

18. Arbitration.

(a) Any claim or controversy arising out of or related to this
Agreement, or breach hereof, shall be settled by arbitration administered by the
American Arbitration Association in Boston, Massachusetts in accordance with its
applicable rules, except that the Federal Rules of Evidence and the Federal
Rules of Civil Procedure with respect to the discovery process shall apply. The
parties hereby agree that judgment upon the award rendered by the arbitrator may
be entered in any court having jurisdiction.

19. Additional Portfolios. In the event that the Fund establishes one or
more Portfolios in addition to those identified in Schedule A, with respect to
which the Company desires to have Investor Services Group render services as
sub-administrator under the terms hereof, the Company shall so notify Investor
Services Group in writing, and if Investor Services Group agrees in writing to
provide such services, Schedule A shall be amended to include such additional
Portfolios.

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<PAGE>

20. Confidentiality: Ownership.

(b) Ownership. In the course of performance under this Agreement,
Investor Services Group may create reports, marketing materials, promotional
materials, and other materials relating to the Company ("Results"). The Company
acknowledges and agrees that Investor Services Group is the sole owner of all
rights (including, but not limited to, copyrights) to any Results, or aspects of
Results, that are used by Investor Services Group for administering its clients
generally and are not created solely for the Company. Notwithstanding the
foregoing, all rights (including, but not limited to, copyrights) to any Results
that are created solely for the Company (including, but not limited to, any
marketing materials and promotional materials created solely in connection with
the Company) are solely owned by the Company and are assigned to the Company by
Investor Services Group and the Company shall have a perpetual, royalty free,
worldwide, transferable license to use, copy, transmit, distribute and modify
any Results owned by Investor Services Group as may reasonably be necessary for
the Company to exploit fully all of its rights in any Results owned by the
Company.

21. Records. Notwithstanding any other provisions in this Agreement,
Investor Services Group, directly or through third parties, shall maintain and
preserve for the periods prescribed therein, records relating to the services to
be performed under this Agreement which are required under the 1940 Act, and the
rules and regulations thereunder. Any records required to be maintained and
preserved under the 1940 Act which are prepared or maintained by Investor
Services Group on behalf of the Fund shall be prepared and maintained at the
expense of Investor Services Group, but shall be the property of the Fund, shall
be readily accessible during normal business hours to the Company and its duly
authorized agents, and shall be surrendered promptly to the Company on written
request or upon termination of this Agreement. Records shall be surrendered in
usable machine readable form. In the case of any request or demand for the
inspection of such records by another party, Investor Services Group shall
notify the Company and follow the Company's instructions as to permitting or
refusing such inspection; provided that

-10-
<PAGE>

Investor Services Group may exhibit such records to any person in any case where
it is advised by its counsel that it may be held liable for failure to do so,
unless (in cases involving potential exposure only to civil liability) the
Company has agreed to indemnify Investor Services Group against such liability
and any expenses incurred.

22. Force Majeure. No party shall be liable for any default or delay in
the performance of its obligations under this Agreement if and to the extent
such default or delay is caused, directly or indirectly, by (i) fire, flood,
elements of nature or other acts of God; (ii) any outbreak or escalation of
hostilities, war, riots or civil disorders in any country, (iii) any act or
omission of the other party or any governmental authority; (iv) any labor
disputes (whether or not the employees' demands are reasonable or within the
party's power to satisfy); or (v) nonperformance by a third party or any similar
cause beyond the reasonable control of such party, including without limitation,
failures or fluctuations in telecommunications or other equipment. In any such
event, the non-performing party shall be excused from any further performance
and observance of the obligations so affected only for so long as such
circumstances prevail and such party continues to use commercially reasonable
efforts to recommence performance or observance as soon as practicable.

23. Equipment Failures. Notwithstanding any other provision in this
Agreement, in the event of equipment failures or the occurrence of events beyond
Investor Services Group's control which render its performance under this
Agreement impossible, Investor Services Group shall at no additional expense to
the Company take reasonable steps to minimize service interruptions. Investor
Services Group represents that the various procedures and systems which Investor
Services Group has implemented with regard to safekeeping from loss or damage
attributable to fire, theft or any other cause of the records, and other data of
the Company and Investor Services Group's records, data, equipment, facilities
and other property used in performance of its obligations hereunder are
reasonably adequate and are covered by a reasonably adequate disaster recovery
plan, and it will make such changes therein from time to time as are reasonably
required for the secure performance of its obligations hereunder.

24. Year 2000. Investor Service Group's services hereunder shall be
rendered, and its computer systems used in rendering such services shall operate
and function, without any Year 2000 Error. The term "Year 2000 Error" means:

(a) any failure of Investor Services Group's systems to properly
record, store, process, calculate or present calendar dates falling on and after
(and, if applicable, spans of time including) January 1, 2000 as a result of the
occurrence or use of data consisting of such dates;

(b) any failure of Investor Services Group's systems to calculate any
information dependent on or relating to dates on or after January 1, 2000 in the
same manner, and with the same functionality, date integrity and performance, as
such systems record, store, process, calculate and present calendar dates on or
before December 31, 1999, or information dependent on or relating to such dates;
or

(c) any loss of functionality or performance with respect to the
introduction of records or processing of data containing dates falling on or
after January 1, 2000.

25. Entire Agreement. This Agreement, including all Schedules hereto,
constitutes the entire Agreement between the parties with respect to the subject
matter hereof and supersedes all prior and contemporaneous proposals,
agreements, contracts, representations, and understandings, whether written or
oral, between the parties with respect to the subject matter hereof.

-11-
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
duly executed and delivered by their duly authorized officers as of the date
first written above.

FIRST DATA INVESTOR SERVICES GROUP, INC.

/s/ Barbara L. Worthen
By:______________________________________

Name:____________________________________

Title:___________________________________

ABN AMRO FUND SERVICES INC.

/s/ Martha Clemons
By:______________________________________

Martha Clemons
Name:____________________________________

Corporate Secretary
Title:___________________________________

-12-
<PAGE>

SCHEDULE A

Money Market Funds
Treasury Money Market Fund
Government Money Market Fund
Money Market Fund
Tax-Exempt Money Market Fund

Fixed Income Funds
Fixed Income Fund
Intermediate Government Fixed Income Fund
Tax-Exempt Fixed Income Fund
International Fixed Income Fund
Limited Volatility Fixed Income Fund

Balanced Funds
Balanced Fund

Equity Funds
Value Fund
Growth Fund
International Equity Fund
Small Cap Growth Fund
Asian Tigers Fund
TransEurope Fund
Latin America Equity Fund
Real Estate Fund
Small Cap Value Fund

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<PAGE>

SCHEDULE B
----------

FEE SCHEDULE

For the services to be rendered, the facilities to be furnished and the
payments to be made by Investor Services Group, as provided for in this
Agreement, the Company, on behalf of each Portfolio, will pay Investor Services
Group a fee for the previous month at the rates listed below. The fee for the
period from the effective date of this Agreement to the end of such month shall
be prorated according to the proportion that such period bears to the full
monthly period. Upon any termination of this Agreement before the end of any
month, the fee for such part of a month shall be prorated according to the
proportion which such period bears to the full monthly period and shall be
payable upon the date of termination of this Agreement.

. Fund Administration Fee:

0.06% of average net assets for assets up to $2 billion
0.04% of average net assets for assets over $2 billion

. Fund Accounting Fee:

Regular Rate:
------------
Per Portfolio $35,000
Each additional class $2,500

For any new Portfolios commencing operations on of after April 30, 1998,
the following fee schedule shall apply:

Fund Assets Fund Accounting Fee
----------- -------------------
up to $10 million waived
$10 million to $20 million $17,500 (1/2 regular rate)
over $20 million regular rate

. Early Termination Fee:

The Early Termination Fee referred to in Section 8(e) and Section
13.5 of the Transfer Agency Agreement (together with this
Agreement, the "Agreements") shall equal in the aggregate
$1,500,000 if such termination occurs during the first year of
the Agreements and $750,000 if such termination occurs during the
second year of the Agreements.

. Investor Services Group shall be entitled to collect all out-of-pocket
fees described in Schedule C.

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<PAGE>

SCHEDULE C
----------

OUT-OF-POCKET EXPENSES

Out-of-pocket expenses include, but are not limited to, the following:

- Postage of Board meeting materials and other materials to the Fund's
Board members and service providers (including overnight or other
courier services)
- Telecommunications charges (including FAX) with respect to
communications with the Fund's directors, officers and service
providers
- Travel to and from Board Meetings and other meetings with Portfolio
management
- Duplicating charges with respect to filings with federal and state
authorities and Board meeting materials
- Courier services
- Pricing services
- Forms and supplies for the preparation oF Board meetings and other
materials on behalf of the Fund
- Vendor set-up charges for Blue Sky services
- Customized programming requests
- Such other expenses as are agreed to by Investor Services Group and the
Company

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<PAGE>

SCHEDULE D
----------

Fund Accounting and Administrative Services

-16-
<PAGE>

Legal, Regulatory and Board of Trustees Support

Routine Legal Services

Miscellaneous Routine Legal Services
- ------------------------------------
. Communicate significant regulatory or legislative developments to Fund
management and directors and provide related planning assistance where needed
. Consult with Fund management regarding portfolio compliance and Fund
corporate and regulatory issues as needed
. Maintain effective communication with outside counsel and review legal bills
of outside counsel
. Coordinate the printing and mailing process with outside printers for all
shareholder publications
. Review sales material and advertising for Fund SEC AND NASD COMPLIANCE
. Arrange D&O/E&O insurance and fidelity bond coverage for Fund
. Assist in managing SEC audits of Funds
. Assist in monitoring Fund Code of Ethics reporting and provide such reports
to Adviser
. Assist in developing compliance guidelines and procedures to improve
overall compliance by Fund and service providers

-17-
<PAGE>

* Services and charges may vary based on volume. Special Legal Services shall
be billed at a rate of $185 per hour subject to certain project caps as may be
agreed to by Investor Services Group and the Company. No Special Legal Services
shall be undertaken by Investor Services Group without the prior written consent
of the Company.

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<PAGE>

EXHIBIT 1 TO SCHEDULE D
FIRST DATA SERVICE
PERFORMANCE STANDARDS

Investor Services Group's obligation to meet the following Performance Standards
shall be measured in the aggregate with respect to all Portfolios of the Fund.

Investor Services Group will report to the Company on a monthly basis the
percent of items completed within standard as well as a quality rating.
Reporting will be detailed to the transaction type level. A pass/fail
determination for contractual penalties will however be based on the categories
listed below. For example, the accuracy of NAV calculations will be reported to
the Company on an individual basis and as a collective group. Investor Services
Group will receive a "fail" for the month if the collective score for all
financials falls below the contractual level. Note that completion standards
are measured in business days.

Fund Accounting/Custody Liaison
- -------------------------------

. NAVs calculated accurately, provided that all information received from
external vendors or Fund managers is correct

. Information to nasdaq is reported accurately and within appropriate time
frames

. Daily bulletin is released by 6:30 p.m. Eastern Time, provided that all
information received from external vendors or Fund managers is received on
a timely basis

. Accurate Cash Availability will be provided by 9:30 a.m. Eastern Time

. Budget analysis

The above standards will be adhered to at least 98% of the time measured on a
monthly basis.

Fund Administration (Treasury and Reporting)/Tax/Compliance
- -----------------------------------------------------------

. All SEC and IRS regulatory requirements will be met according to the
deadlines set forth by the SEC and the IRS

. Notification to Adviser and Sub-Adviser within two (2) business days with
compliance violations based on procedures established by and among Investor
Services Group and the Company

The above standard will be met 100% of the time.

Legal Administration
- --------------------

. Board materials will be sent to the Company for review fourteen (14)
business days prior to the Board meeting

. Review of sales literature - response within seven (7) business days

The above standard will be met 98% of the time as measured on a quarterly basis.

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<PAGE>

. Timely submission of sales literature to NASD

The above standard will be met 98% of the time as measured on a quarterly basis.

-20-